Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    


    PRODUCT
      AND
      SERVICES SUPPLY AGREEMENT

    


    


    This
      Agreement,
      made effective as of June 1, 2006, is between Ecolab Inc., located at Ecolab
      Center, St. Paul, Minnesota 55102 (“Ecolab”)
      and Angelica
      Corporation, located at 424 South Woods Mill Road, Chesterfield, Missouri 63017
      (“Customer”).

    


    
      	
              1.

            	
              Supply
                of Products.
                During the
                term of this Agreement, Customer must purchase from Ecolab and Ecolab
                must
                supply, sell and deliver to Customer all of Customer’s requirements for
                dispensed laundry and other textile care cleaning and sanitizing
                chemical
                products as identified on Exhibit
                A,
                attached
                hereto and incorporated herein by reference (“Products”).
                Products
                will be supplied under this Agreement for Customer’s use only and will not
                be resold by Customer. During the term of this Agreement, and at
                no cost
                to Customer, Ecolab will loan and deliver to Customer, for storage
                of
                Products at each of Customer’s service center locations, bulk and day
                tanks (Customer is responsible for tank
                installation).

            


    

     

    
      	
              2.

            	
              Pricing
                of Products.

            


    

    


    
      	 	
              2.1

            	
              Basic
                Flat Fee.
                Until a
                Customer service center converts to the per-unit pricing/cost guarantee
                program outlined in Section 2.2 (which conversion must be complete
                by no
                later than January 31, 2007), Ecolab will invoice Customer, as to
                each of
                its service centers, a monthly flat fee for the Products shown on
                Exhibit
                A
                which are
                designated as “Flat Fee or Cost Guarantee Products” based on the
                following:

            


    

    


    
      	 	
              A.

            	
              Products
                plus Chlorine.
                For service
                centers using Products with chlorine, Ecolab will invoice Customer
                at a
                rate of $___ per CWT (cost per hundred pound clean weight of delivered
                linen).

            


    

    


    
      	 	
              B.

            	
              Products
                plus Peroxide.
                For service
                centers using Products with peroxide, Ecolab will invoice Customer
                at a
                rate of $____ per CWT.

            


    

     

    
      	 	
              C.

            	
              Products
                plus PERformance.
                For service
                centers using Products with PERformance, Ecolab will invoice Customer
                at a
                rate of $____ per CWT.

            


    

     

    
      	 	
              D.

            	
              All
                Flat
                Fees.
                Customer
                agrees to provide Ecolab with census data indicating total number
                of CWT
                (on a Period basis) no later than the 5th
                business day
                after the close of each of Customer’s 4-4-5 fiscal periods during the term
                of this Agreement (each a “Period”),
                by service
                center. If census data is not provided to Ecolab by the 7th
                business day
                following a particular Period, then pending receipt of the census
                data
                Ecolab will invoice Customer based upon the census data received
                for the
                previous Period (or estimate the flat fee if no census data was provided)
                and Customer must pay that amount when invoiced (subject to a subsequent
                reconciliation once the actual census data is provided to Ecolab).
                Upon
                reasonable prior notice and during regular business hours, Ecolab
                may
                audit, at Ecolab’s expense, Customer’s books and records to verify the
                adequacy and accuracy of Customer’s reports.
                Customer

            


    

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    will
      promptly
      implement reasonable cost-savings measures proposed by Ecolab to minimize
      excessive and unnecessary usage of Product if the benefits from such proposals
      exceed any associated costs related to the implementation of such proposals,
      both with respect to this Section 2.1 and Section 2.2.

     

    
      	 	
              E.

            	
              Inventory.
                At the time
                a Customer service center completes the conversion to the per-unit
                pricing
                and the cost guarantee program outlined in Section 2.2, all flat
                fee
                product inventory remaining at such service center location will
                become
                Customer’s property. However, Customer must pay the value of any inventory
                remaining at a particular service center at the earlier of: (1) the
                date
                that service center is no longer sole source with Ecolab; (2) the
                date
                such service center volume is sold to a third party; or (3) May 31,
                2011,
                unless this Agreement is terminated by Customer for breach by Ecolab
                as
                provided for in Section 12.1 B, in which case Customer shall have
                no such
                payment obligation.

            


    

     

    
      	 	
              2.2

            	
              Per-Unit
                Pricing/Cost Guarantee.
                By no later
                than February 1, 2007, each service center must convert to the per-unit
                pricing program under this Section 2.2. Upon such conversion, Ecolab
                will
                invoice Customer at the per-unit prices shown on Exhibit
                A
                for the
                Products (except for service centers located in Hawaii or Alaska,
                which
                may be subject to additional freight charges). Ecolab guarantees
                that
                Customer’s Fiscal Yearly aggregate cost of the Products designated as
                “Flat Fee or Cost Guarantee Products” on Exhibit
                A
                (excluding
                any other charges such as shipping, taxes, minimum order charges,
                restocking fees, and Product return credits, if any) will not exceed
                the
                sum of $____ per CWT for service centers using Products with chlorine,
                $____ per CWT for service centers using Products with peroxide and
                $____
                per CTW for service centers using Products with PERformance (the
                “Cost
                Guarantee Amount”).
                Within 30
                days after the end of each Fiscal Quarter, Customer will supply Ecolab
                with reports indicating total number of CWT for such Fiscal Quarter,
                by
                service center. Upon reasonable prior notice and during regular business
                hours, Ecolab may audit, at Ecolab’s expense, Customer’s books and records
                to verify the adequacy and accuracy of Customer’s reports. Ecolab will
                reimburse Customer within 30 days after receiving the fourth and
                final
                Fiscal Quarterly report for each Fiscal Year, the amount, if any,
                by which
                the actual aggregate amount paid by Customer for such Products for
                the
                Fiscal Year exceeds the aggregate Cost Guarantee Amount for that
                Fiscal
                Year. Customer must maintain the water temperature to Ecolab’s
                recommendation and maintain water hardness below 5 grains per gallon.
                Ecolab represents and warrants that all such recommendations shall
                be in
                compliance with all statutes, regulations, rules and standards that
                are
                applicable to Customer’s operations. If Customer does not supply Ecolab
                with the four required Fiscal Quarterly census reports (which show
                the
                number of CWT for the Year) within 90 days following the end of a
                Fiscal
                Year, then all of Ecolab’s obligations under the cost guarantee provisions
                under this Agreement will be void for that Fiscal Year. The Cost
                Guarantee
                rates will increase at the same rate, and at the same time, as the
                prices
                on Exhibit
                A
                increase as
                set forth in Section 3 of this Agreement. A “Fiscal
                Year”
                is a fiscal
                year of Customer during the term of this Agreement. A “Fiscal
                Quarter”
                is any
                fiscal quarter of Customer during the term of this
                Agreement.

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                3.

              	
                Rate
                  and Price Adjustment.
                  The cost
                  guarantee rates under Section 2 and the unit prices shown on Exhibit
                  A
                  will change as
                  follows:

              


      

    

     

    
      	 	
              3.1

            	
              Performance
                Guarantee.
                During the
                first Year, Customer and Ecolab will work in good faith to develop
                an
                objective and quantifiable written protocol that will be used to
                measure
                the quantity of linen, apparel and other product processed by Customer
                that is removed from service (rag-out) due to stains that could not
                be
                removed. After that protocol has been developed and agreed to, Ecolab
                and
                Customer will establish a baseline rate of rag-outs for the first
                Year and
                establish a target rate of rag-outs for the next Year. If the rag-out
                target for a Year is not achieved, then Ecolab will forgo any price
                increase due per Sections 3.2 or 3.3 below for the subsequent Year.
                This
                process will be repeated for each subsequent Year. A “Year”
                is any
                twelve-month period beginning on the Effective Date or on an anniversary
                of that date. 

            


    

    


    
      	 	
              3.2

            	
              Beginning
                of Years 2 and 3.
                As of the
                beginning of the second Year, the then-current per-unit prices on
                Exhibit
                A
                and the
                then-current cost guarantee rates under Section 2 will increase by
                a
                percentage equal to _____ the percentage reduction in the average
                gallons
                of water used by Customer/CWT at Customer’s service centers during the
                first Year relative to the Base Rate. The “Base
                Rate”
                is the
                average number of gallons of water used/CWT between January 1, 2006
                and
                March 31, 2006. Customer will provide Ecolab with all relevant
                documentation regarding the calculation of the Base Rate. As of the
                beginning of the third Year, the then-current per-unit prices on
                Exhibit
                A
                and the
                then-current cost guarantee rates under Section 2 will increase by
                a
                percentage equal to ____ the percentage reduction in the average
                gallons
                of water/CWT of Customer’s service centers during the second Year relative
                to the average gallons of water/CWT of Customer’s service centers during
                the first Year. In all cases a price increase will not exceed ___%
                per
                Year. For example, under the following
                matrix:

            


    

    


    Water
      Reduction
 Price
      Increase

    ___%
      Savings  ___%
      Increase  

    ___%
      Savings  ___%
      Increase  

    ___%
      Savings  ___%
      Increase  

    ___%
      Savings  ___%
      Increase  

    ___%
      Savings  ___%
      Increase
  

    ___%
      Savings  ___%
      Increase

    Over
      ___%
      Savings Capped
      at
      ___%

    


    If
      Ecolab presents
      a water-savings recommendation to Customer that does not require significant
      capital investment, and that is reasonable in light of necessary costs
      associated with implementing that recommendation, but Customer fails or refuses
      to implement that recommendation, then Ecolab will be given credit for the
      water
      savings that reasonably could have been expected to have resulted from the
      implementation of that recommendation.

    


    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	
                3.3

              	
                Beginning
                  of Years 4 and 5.
                  As of the
                  beginning of each of the fourth and fifth Years, the per-unit prices
                  and
                  the cost guarantee rates in effect as of the end of the immediately
                  preceding Year will increase by the following calculation: The
                  rate of
                  increase in the previous 12 months in the ____ multiplied by the
                  Growth
                  Factor. To qualify for any annual increase under this Section 3.3,
                  Ecolab
                  must have maintained or improved average gallons/CWT in the Year
                  just
                  ended relative to the prior Year. The “Growth
                  Factor”
                  will
                  equal

              


      

       

    

    
      	 	
              A.

            	
              ___,
                if the
                growth in Customer’s purchases (without regard to price increases) between
                the second and third Year (with respect to a price adjustment for
                the
                fourth Year) or between the third and fourth Year (with respect to
                a price
                adjustment for the fifth Year) increases by more than ___%;
                or

            


    

    


    
      	 	
              B.

            	
              ___,
                if that
                rate of growth is more than ___% but not more than ___%;
                or

            


    

    


    
      	 	
              C.

            	
              ___,
                if that
                rate of growth is __% or less.

            


    

    


    
      	
              4.

            	
              Service
                Specifications.
                Ecolab will
                provide, at no cost to Customer, up to ___ hours of research and
                development/laboratory (non-field related) services annually. Additional
                hours of such services will be invoiced to Customer at $___ per hour.
                In
                addition, if after Customer has made a decision to offer its customers
                new
                linen, apparel or other products, or to use a new wash formula, Ecolab
                will provide all necessary services to assist with the implementation
                of
                such products or wash formulas. Ecolab will perform support and
                applications team audits at each service center prior to start-up
                and
                annually thereafter. 

            


    

     

    
      	
              5.

            	
              Dedicated
                Staff.
                In exchange
                for Customer’s sole supply obligations under Section 1, Ecolab will
                provide, at no additional cost to Customer, one dedicated representative
                by geographic region (as those regions are defined by Ecolab), dedicated
                to service Customer’s service centers located in that region provided the
                service centers in that region purchase, in the aggregate, at least
                $___
                in Products annually, and there are at least ___ service days per
                month
                based on poundage as shown on Exhibit
                B.
                Exhibit
                B
                will also
                show the regions for which Ecolab will have a representative dedicated
                to
                Customer. The dedicated representative will provide basic on-site
                service
                and technical support, maintenance and operations training, routine
                monitoring and calibration, and start-up support. In addition, Ecolab
                will
                provide a dedicated facilitator to oversee the dedicated representatives
                and conduct quarterly and annual reviews to help ensure maximum service
                and productivity and quality. Any personnel assignments or changes
                will be
                discussed with Customer prior to making changes. Coverages in Exhibit
                B
                will be
                re-evaluated any time there is significant change in volume or Customer
                adds or closes facilities.

            


    

     

    
      	
              6.

            	
              Payment
                for Products.
                Ecolab will
                invoice Customer’s service centers on
                each
                Product shipment date under the per-unit pricing under Section 2.2.
                Payment terms are net 30 days. The normal process will be for Ecolab’s
                representatives to order the Products for Customer’s service centers and
                in such instances Customer will not be responsible for any minimum
                order
                charges, restocking fees or bulk delivery charges. However, if Customer
                places an order for a Product(s) with Ecolab
                Customer

            


    

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    Service,
      then
      Customer is responsible for any minimum order charge and restocking fees in
      accordance with Ecolab’s then-current written policy and any bulk delivery
      charges. Ecolab will not accept payment by credit card or similar payment
      methods unless otherwise agreed by Ecolab in writing.  

     

    
      	
              7.

            	
              Delivery;
                Title to Products. 
                Ecolab must
                deliver the Products to Customer at the times and locations reasonably
                requested by Customer. For purposes of this Agreement, “deliver” or
                “delivery” includes all actions necessary to transport Product to
                Customer’s service center locations as requested by Customer and to
                transfer Product from delivery vehicles into bulk or day storage
                tanks or
                other storage containers or locations requested by Customer. Ecolab
                will
                retain all responsibility and liability for the Products, including
                any
                spills or releases thereof, until delivery is complete in compliance
                with
                all applicable laws and regulations. Likewise, title to and responsibility
                for the Products passes to Customer when they are delivered to Customer,
                subject to any rightful rejection by Customer after prompt inspection.
                Customer may return any rightfully rejected Products to Ecolab at
                Ecolab’s
                expense. Ecolab may substitute Products with new Products but only
                if
                Ecolab can demonstrate, to Customer’s reasonable satisfaction, that the
                new Products perform as well or better than the old Products and
                the total
                use cost (after taking into account operational cost savings) of
                the new
                Products is no greater than the use cost of the old
                Products.

            


    

     

    
      	
              8.

            	
              Product
                and Service Quality.
                All Products
                will meet Ecolab’s standard written specifications then in effect and will
                be fit for the uses and purposes described in Ecolab’s Product literature
                and all Ecolab services, at the time they are rendered, will be done
                in a
                good and workmanlike manner. Ecolab will, in its reasonable discretion,
                either replace any Product (or re-perform any Services) that is determined
                to not meet this warranty or refund the purchase price paid by Customer
                for those Products (or Services). In the event that defective Products
                are
                supplied, or services are negligently rendered by Ecolab, and either
                the
                defective Products or the negligent services cause damage to the
                property
                of Customer or any third party, then Ecolab will reimburse Customer
                or
                such third party, as the case may be, for actual costs incurred as
                a
                result of such damage, to the extent of Ecolab’s proportionate fault. All
                tanks provided by Ecolab to Customer for storage of Product will
                meet or
                exceed all applicable technical standards and legal requirements
                for such
                tanks and Product storage. In the event the tanks do not meet or
                cease to
                meet such standards or requirements, Ecolab will promptly replace
                them at
                no charge to Customer. The foregoing warranties do not apply to (i)
                damage
                resulting from misuse, neglect, accident or improper use of any of
                the
                Products by any person or entity other than Ecolab or (ii) any Product
                altered by any person or entity other than Ecolab. ALL
                OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
                MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
                EACH
                PARTY DISCLAIMS LIABILITY TO THE OTHER FOR ALL CONSEQUENTIAL, INCIDENTAL,
                PUNITIVE, AND/OR SPECIAL
                DAMAGES.

            


    

     

    
      	
              9.

            	
              Customer
                Indemnification.
                With regard
                to third party claims, Ecolab will indemnify, defend, and hold Customer
                harmless from and against any liability, including reasonable attorneys’
                fees and court costs, relating to bodily injury, death or property
                damage,
                but only to the proportionate extent that such injury, death or property
                damage is caused by (i) Ecolab’s breach of warranties given in Section 8
                above or (ii) Ecolab’s (or Ecolab’s employees’ or agents’) negligent or
                intentionally wrongful acts or omissions. Customer must give Ecolab
                prompt
                written notice of any claim for which Customer intends to seek recovery
                from Ecolab under this Agreement. Customer may not settle, defend
                or
                litigate any claim for

            


    

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    which
      Customer
      seeks or will seek indemnification from Ecolab without the prior written consent
      of Ecolab, and Ecolab will not be liable for any settlement or claim established
      against, or cost or expense incurred by, Customer without that prior written
      consent.

     

    
      	
              10.

            	
              Confidentiality.
                During the
                course of this Agreement a party (“Disclosing
                Party”)
                may
                disclose to the other party (“Recipient”),
                and
                Recipient may otherwise come into possession of, certain confidential
                and
                proprietary information relating to Disclosing Party’s business and
                operations, including (but not limited to) inventions, formulas,
                technical
                information, processes, personnel data, market research data, market
                plans, concepts, test results, financial information including cost
                data,
                customer information and know-how. Such information is deemed
                confidential, proprietary, and valuable trade secret information
                of
                Disclosing Party, which is the exclusive property of Disclosing Party.
                Recipient may only use the Confidential Information exclusively for
                accomplishing the purposes of the Agreement. All Confidential Information
                remains the exclusive property of Disclosing Party, and must be kept
                confidential by Recipient and not used for itself or disclosed to
                others
                except with the prior written consent of an authorized officer of
                Disclosing Party or except as required by law. The restrictions and
                obligations upon Recipient under this Section 10 will survive the
                expiration or earlier termination of this Agreement for a period
                of five
                years. “Confidential
                Information”
                does not
                include information that: (1) is known to Recipient prior to receipt
                under
                this Agreement, as evidenced by written records; (2) is disclosed
                to
                Recipient in good faith by a third party who is in lawful possession
                of
                that information and who has the right to make such disclosure; or
                (3) is
                or becomes part of the public domain, by publication or otherwise,
                through
                no fault of Recipient. All Confidential Information, including all
                copies,
                will be returned to Disclosing Party upon completion or abandonment
                of the
                purposes of this Agreement or within 10 days of receipt of Disclosing
                Party’s written request to return the Confidential Information.
                Notwithstanding the foregoing to the contrary, Ecolab Confidential
                Information that is disclosed to Customer for purposes of improving
                Customer processes may continued to be used by Customer, on a
                non-exclusive basis, after the termination of this Agreement for
                its own
                purposes in order to maintain those processes but Customer may not
                disclose that information to any third parties. Both parties will
                treat
                the Product prices and other terms of this Agreement as confidential
                and,
                except as otherwise provided herein, neither party may disclose or
                show
                such prices or terms to any third party (including, without limitation
                any
                customer portals or third party.com’s) without the prior written consent
                of the other party. Notwithstanding the foregoing to the contrary,
                it is
                understood and agreed that, (i) Customer will be filing a form 8-K
                with
                the Securities and Exchange Commission along with a redacted copy
                of this
                Agreement, all in a form reviewed by Ecolab and (ii) while Customer
                will
                make all reasonable efforts to lawfully avoid such requirements,
                Customer
                may disclose the redacted information in connection with any legal
                or
                regulatory filing that, in the reasonable opinion of Customer and
                its
                legal counsel, is legally required of Customer and, upon receipt
                of notice
                of such a legal or regulatory requirement, Customer will promptly
                notify
                Ecolab of such notification and Ecolab will have the option to terminate
                this Agreement upon five days written notice to
                Customer.

            


    

    


    
      	
              11.

            	
              Force
                Majeure.
                Performance
                of any obligation under this Agreement may be suspended, in whole
                or part,
                by either party without liability to the extent that an act of God,
                war,
                fire, inability to obtain raw materials due to allocation, or any
                other
                occurrence beyond the reasonable control of such party or labor trouble,
                strike or injunction (if such labor event is not caused by the bad
                faith
                or unreasonable conduct of such party) delays, prevents, restricts
                or
                limits the performance of this Agreement. The affected party may
                invoke
                this provision by promptly notifying the other party of the nature
                and
                estimated duration of this
                suspension.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    12.       Term
      and
      Termination.  

     

    
      	 	
              12.1

            	
              This
                Agreement will continue for five years from the effective date of
                this
                Agreement, unless terminated earlier as
                follows:

            


    

     

    A.        
      By
      mutual written consent of Ecolab and Customer; or

     

    
      	 	
              B.

            	
              By
                the
                non-breaching party upon the failure of the breaching party to cure
                a
                material breach of any obligations under this Agreement, but only
                if such
                material breach is not cured within 60 days after written notice
                is given
                to the breaching party. 

            


    

     

    
      	 	
              12.2

            	
              Any
                termination under Section 12.1(B) is without prejudice to any other
                remedies which either party may have against the other arising out
                of such
                breach or default and will not affect any rights or obligations of
                either
                party arising under this Agreement prior to such
                termination.

            


    

    


    
      	
              13.

            	
              Assignment;
                Binding Effect.
                Except as
                otherwise provided herein, this Agreement may not be assigned, in
                whole or
                part, by either party without the prior written consent of the other.
                Either party may assign its rights and delegate its obligations under
                this
                Agreement to any parent, subsidiary or affiliate. Further, Customer
                may
                assign its rights and obligations under this Agreement to any third
                party
                in connection with a merger between Customer and such third party,
                or the
                sale or other transfer of all, or substantially all, of Customer’s assets
                or shares of stock, subject to Ecolab credit approval of the third
                party.
                This Agreement is binding upon and inures to the benefit of each
                party’s
                respective successors or assigns, subject to the consent requirements
                of
                this Section 10. Any service center acquired by Customer which is
                otherwise bound by another existing contract with Ecolab will
                automatically be subject to the terms of this Agreement and that
                other
                contract shall be of no further force or effect (but any obligations
                accruing prior to and through the date of, or resulting from, the
                termination of that other contract must be then satisfied by both
                parties).

            


    

     

    
      	
              14.

            	
              Entire
                Agreement; Amendment; Severability.
                This
                Agreement reflects the entire understanding of the parties and supersedes
                all previous and contemporaneous agreements or understandings between
                the
                parties, both written and verbal, concerning the subject matter of
                this
                Agreement. This Agreement may only be amended by a writing signed
                by
                respective representatives of Ecolab and Customer. The terms of any
                purchase order (other than the stated quantity ordered), release,
                acknowledgment or other document or communication between the parties
                will
                not apply. If any provision of this Agreement is for any reason held
                invalid, ineffective, unenforceable or contrary to public policy,
                the
                remainder of this Agreement remains in full force and effect
                notwithstanding.

            


    

     

    
      	
              15.

            	
              Notices.
                All notices
                and other communications under this Agreement must be in writing
                and will
                be deemed given if delivered personally or mailed by registered or
                certified mail, return receipt requested, addressed as follows (or
                to such
                other address as a party may specify). Notice to Ecolab is only effective
                if a copy of the notice is also sent to Ecolab’s General
                Counsel.

            


    

    


    Angelica
      Corporation                          
Ecolab
      Inc.

    424
      South Woods
      Mill
      Rd                    
370
      Wabasha Street No.

    Chesterfield,
      MO
      63017                       
St.
      Paul, MN 55102

    Attn:
General
      Counsel                          
Attn:
      Chuck
      Collins, Vice President,

                                                                      
      Corporate
      Accounts

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    With
      a required
      copy
      to:                     
With
      a
      required copy to:

    


    Angelica
      Textile
      Services,
      Inc.             
Ecolab
      Center

    1105
      Sanctuary
      Pkwy., Suite 210         370
      North Wabasha


    Alpharetta,
      Georgia
      30004                   
St.
      Paul, MN 55102

    Attn:
      President                                    
Attn: General
      Counsel

    


    
      	
              16.

            	
              Governing
                Law.
                This
                Agreement is governed by the internal laws of Minnesota without regard
                to
                the conflict of laws rules, provisions or statutes of any
                jurisdiction.

            


    

    


    
      	
              17.

            	
              Nonwaiver.
                Waiver of
                any breach by either party, or failure of either party to exercise
                any
                rights under this Agreement on one or more occasions is not a waiver
                of
                any right to exercise that right on another
                occasion.

            


    

    


    
      	
              18.

            	
              Issue
                Resolution.
                The parties
                agree that any issues, controversies or disputes relating to costs,
                cleaning quality or safety will be first addressed with the relevant
                Ecolab Territory Manager. If such issue cannot be resolved through
                Ecolab’s Territory Manager, then the parties will resolve the outstanding
                issues, controversies or disputes as follows:


            


    

    


    
      	 	
              18.1

            	
              Initial
                Step.
                The parties
                will attempt to promptly and in good faith resolve any issue, dispute
                or
                controversy arising out of or relating to this Agreement promptly
                by
                direct negotiation between the parties. If an issue, dispute or
                controversy should arise, the Market Operations Director of Customer
                and
                the Dedicated Representative of Ecolab, or their designated
                representatives, or their respective successors in the positions
                they now
                hold (each a “Project
                Manager”),
                will give
                notice of the dispute or controversy to the other Project Manager
                and the
                Project Managers will promptly discuss the issue, in person if requested
                by either Project Manager, and attempt in good faith to resolve the
                matter.

            


    

    


    
      	 	
              18.2

            	
              Second
                Step.
                If the
                matter has not been resolved as provided under Section 18.1 above,
                then
                the Project Managers must give written notice and refer the matter
                to Vice
                President of Operations and the Director of Purchasing of Customer
                and to
                Chuck Collins, Vice President Corporate Accounts, of Ecolab (each
                a
                “Senior
                Executive”),
                or their
                respective successors, and the Project Managers will promptly prepare
                and
                exchange memoranda stating the issues in dispute and their positions,
                summarizing the negotiations which have taken place and attaching
                relevant
                documents. Ecolab has seven days to respond in writing with a formal
                action plan that defines the objectives and prioritizes actions.
                The
                parties must mutually agree, in good faith, on an action plan. If
                an
                action plan cannot be agreed upon, a resolution meeting between the
                Market
                Operations Director, Operations Manager, Territory Manager, and the
                Senior
                Executives will be held at the service center. If Ecolab is unable
                to meet
                the action plan as agreed, Ecolab can resubmit an alternate plan
                or move
                to mediation as provided in Section 18.3 below.


            


    

     

    
 

    
      
        
        

      

      
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              18.3

            	
              Final
                Step.
                If the
                issue has not been resolved within 30 days after the meeting of the
                Senior
                Executives (which period may be extended by mutual agreement), the
                parties
                will attempt in good faith to resolve the issue or controversy in
                accordance with the then-current Center for Public Resources Model
                Procedure for Mediation of Business Disputes. If the issue has not
                been
                resolved pursuant to that mediation procedure within 60 days of the
                commencement of such procedure (which period may be extended by mutual
                agreement), either party may terminate this Agreement upon written
                notice
                to the other party, but only with respect to that specific service
                center.
                

            


    

    


    


    IN
      WITNESS WHEREOF,
      the parties execute this Agreement effective as of the date first written
      above.

    


    

      
        	ECOLAB
                INC.	ANGELICA
                CORPORATION
	 	 
	 	 
	 	 
	
                By:  /s/
                  Thomas W.
                  Handley                                          
                  

              	
                By:  /s/
                  David A. Van
                  Vliet                                            

              
	 	 
	
                Print
                  Name:  Thomas W.
                  Handley                                   

              	
                Print
                  Name:  David A. Van
                  Vliet                                     

              
	 	 
	
                Title:  Executive
                  Vice
                  President                                       
                  

              	
                Title:  President/COO                                                    

              


      

    

     

     

     

     

     

     

     

     

     

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