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                           ANGELICA CORPORATION
                           EMPLOYMENT AGREEMENT
                           --------------------


               This agreement ("Agreement") has been entered into this
27th day of November, 1996, by and between Angelica Corporation, a
Missouri corporation ("Company"), and Lawrence J. Young, an
individual ("Executive").

                                 RECITALS

               The Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its
stockholders to reinforce and encourage the continued attention and
dedication of the Executive to the Company as a member of the
Company's management and to assure that the Company will have the
continued dedication of the Executive, notwithstanding the
possibility or occurrence of a Triggering Transaction (as defined
below) with respect to the Company or any of its Operating Lines of
Business (as defined below).  The Board desires to provide for the
continued employment of the Executive on terms competitive with
those of other corporations, and the Executive is willing to
rededicate himself and continue to serve the Company.
Additionally, the Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a potential or pending
Triggering Transaction and to encourage the Executive's full
attention and dedication to the Company currently and in the event
of any potential or pending Triggering Transaction, and to provide
the Executive with compensation and benefits arrangements upon any
breach of this Agreement by the Company or upon a termination of
employment either immediately prior to or after a Triggering
Transaction which ensure that the compensation and benefits
expectations of the Executive will be satisfied.  Therefore, in
order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

                         IT IS AGREED AS FOLLOWS:

SECTION 1:     DEFINITIONS AND CONSTRUCTION.

               1.1  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.

                    1.1(a)    "ACCRUED COMPENSATION" has the meaning
                    set forth in Section 4.5 of this Agreement.

                    1.1(b)    "ACCRUED OBLIGATIONS" has the meaning set
                    forth in Section 4.1(a) of this Agreement.

                    1.1(c)    "ANNUAL BASE SALARY" has the meaning set
                    forth in Section 2.4(a) of this Agreement.

                    1.1(d)    "BOARD" means the Board of Directors of
                    the Company.

                    1.1(e)    "CAUSE" has the meaning set forth in
                    Section 3.3 of this Agreement.


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                    1.1(f)    "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 Exchange Act) of ownership of 30%
                              or more of either (a) the then
                              outstanding shares of common stock of the
                              Company (the "Outstanding Company Common
                              Stock") or (b) the combined voting power
                              of the then outstanding voting securities
                              of the Company entitled to vote generally
                              in the election of directors (the
                              "Outstanding Company Voting Securities");
                              or

                              (ii)  Individuals who, as the date
                              hereof, constitute the Board (the
                              "Incumbent Board") cease for any reason
                              to constitute at least a majority of the
                              Board; provided, however, that any
                                     -----------------
                              individual becoming a director subsequent
                              to the date hereof whose election, or
                              nomination for election by the Company's
                              stockholders, was approved by a vote of
                              at least a majority of the directors then
                              comprising the Incumbent Board shall be
                              considered as though such individual were
                              a member of the Incumbent Board, but
                              excluding, as a member of the Incumbent
                              Board, any such individual whose initial
                              assumption of office occurs as a result
                              of either an actual or threatened
                              election contest (as such terms are used
                              in Rule l4a-11 of Regulation l4A
                              promulgated under the Exchange Act) or
                              other actual or threatened solicitation
                              of proxies or consents by or on behalf of
                              a Person other than the Board; or

                              (iii) Approval by the stockholders of
                              the Company 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 Company Common Stock and
                              Outstanding Company 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 Company Common Stock and
                              Outstanding Company Voting Securities, as
                              the case may be, (b) no Person
                              beneficially owns, directly or
                              indirectly, 30% 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

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                              (iv)  Approval by the stockholders of the
                              Company of (a) a complete liquidation or
                              dissolution of the Company or (b) the
                              sale or other disposition of all or
                              substantially all of the assets of the
                              Company, 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 Company Common Stock and
                              Outstanding Company 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 Company
                              Common Stock and Outstanding Company
                              Voting Securities, as the case may be,
                              (2) no Person beneficially owns, directly
                              or indirectly, 30% 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 the Company.

                    1.1(g)    "COMPANY" has the meaning set forth in
                    the first paragraph of this Agreement and, with
                    regard to successors, in Section 6.2 of this
                    Agreement.

                    1.1(h)    "CODE" shall mean the Internal Revenue
                    Code of 1986, as amended.

                    1.1(i)    "CURRENT TARGET BONUS" has the meaning
                    set forth in Section 4.1(a) of this Agreement.

                    1.1(j)    "DATE OF TERMINATION" has the meaning set
                    forth in Section 3.6 of this Agreement.

                    1.1(k)    "DISABILITY" has the meaning set forth in
                    Section 3.2 of this Agreement.

                    1.1(l)    "DISABILITY EFFECTIVE DATE" has the
                    meaning set forth in Section 3.2 of this Agreement.

                    1.1(m)    "DISPOSITION OF A MAJOR PART" means:

                              (i)   when used with reference to the
                              stock of an Operating Line of Business
                              that is or becomes a separate
                              corporation, limited liability
                              corporation, partnership or other
                              business entity, the sale, exchange,
                              transfer, distribution or other
                              disposition of the ownership, either
                              beneficially or of record or both, by the
                              Company 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 voting

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                              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 an Operating
                              Line of Business that is or becomes a
                              separate corporation, limited liability
                              corporation, partnership or other
                              business entity, any such transaction
                              that results in the Company owning,
                              either beneficially or of record or both,
                              less that 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 an 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.

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

                    1.1(o)    "EMPLOYMENT PERIOD" means the period
                    beginning on the Effective Date and ending on the
                    later of (i) December 31, 1999, or (ii) December 31
                    of any succeeding fiscal year during which notice
                    is given by either party (as described in
                    Section 1.1(dd) of this Agreement) of such party's
                    intent not to renew this Agreement.

                    1.1(p)    "EXCHANGE ACT" means the Securities
                    Exchange Act of 1934, as amended.

                    1.1(q)    "EXCISE TAX" has the meaning set forth in
                    Section 4.2(e) of this Agreement.

                    1.1(r)    "GOOD REASON" has the meaning set forth
                    in Section 3.4 of this Agreement.

                    1.1(s)    "GROSS-UP PAYMENT" has the meaning set
                    forth in Section 4.2(i) of this Agreement.

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                    1.1(t)    "INCENTIVE BONUS" has the meaning set
                    forth in Section 2.4(b) of this Agreement.

                    1.1(u)    "INCUMBENT BOARD" has the meaning set
                    forth in Section 1.1(f)(ii) of this Agreement.

                    1.1(v)    "NOTICE OF TERMINATION" has the meaning
                    set forth in Section 3.5 of this Agreement.

                    1.1(w)    "OPERATING LINES OF BUSINESS" means the
                    following lines of business of the Company, whether
                    operated as a division or as a separate subsidiary:
                    (i) textile rental and laundry services, which
                    provides textiles and laundry services, principally
                    to health care institutions, and, to a more limited
                    extent, to hotels, casinos, motels and restaurants
                    in or near major metropolitan areas of the United
                    States; (ii) uniform and business apparel
                    manufacturing and marketing, which manufactures and
                    sells uniforms and business apparel to a wide
                    variety of institutions and businesses in the
                    United States, Canada and the United Kingdom; and
                    (iii) retail specialty stores, which operates a
                    nationwide chain of specialty retail stores
                    primarily for a clientele of nurses and other
                    health care professionals.

                    1.1(x)    "OTHER BENEFITS" has the meaning set
                    forth in Section 4.1(d) of this Agreement.

                    1.1(y)    "OUTSTANDING COMPANY COMMON STOCK" has
                    the meaning set forth in Section 1.1(f)(i) of this
                    Agreement.

                    1.1(z)    "OUTSTANDING COMPANY VOTING SECURITIES"
                    has the meaning set forth in Section 1.1(f)(i) of
                    this Agreement.

                    1.1(aa)   "PAYMENT" has the meaning set forth in
                    Section 4.2(i) of this Agreement.

                    1.1(bb)   "PERSON" means any "person" within the
                    meaning of Sections 13(d) and 14(d) of the Exchange
                    Act.

                    1.1(cc)   "SUPPLEMENTAL PLAN" has the meaning set
                    forth in Section 4.2(e) of this Agreement.

                    1.1(dd)   "TERM" means the period that begins on
                    the Effective Date and ends on the earlier of: (i)
                    the Date of Termination as defined in Section 3.6
                    of this Agreement, or (ii) the close of business on
                    the later of December 31, 1999 or December 31 of
                    any renewal term as set forth in Section 2.1 of
                    this Agreement.

                    1.1(ee)   "TRIGGERING TRANSACTION" means (i) a
                    Change in Control of the Company or (ii) a
                    Disposition of a Major Part of two or more of the
                    Company's Operating Lines of Business.

                    1.1(ff)   "TRIGGERING TRANSACTION DATE" shall mean
                    the date of the Triggering Transaction.

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               1.2  GENDER AND NUMBER.  When appropriate, pronouns in
this Agreement used in the masculine gender include the feminine
gender, words in the singular include the plural, and words in the
plural include the singular.

               1.3  HEADINGS.  All headings in this Agreement are
included solely for ease of reference and do not bear on the
interpretation of the text.  Accordingly, as used in this
Agreement, the terms "Article" and "Section" mean the text that
accompanies the specified Article or Section of the Agreement.

               1.4  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.

SECTION 2:     TERMS AND CONDITIONS OF EMPLOYMENT.

               2.1  PERIOD OF EMPLOYMENT.  The Executive shall remain in
the employ of the Company throughout the Term of this Agreement in
accordance with the terms and provisions of this Agreement.  This
Agreement will automatically renew for annual one-year periods
unless either party gives the other written notice, by September
30, 1999, or September 30 of any succeeding year, of such party's
intent not to renew this Agreement.

               2.2  POSITIONS AND DUTIES.

               2.2(a)    Throughout the Term of this Agreement, the
               Executive shall serve as Chairman of the Board and
               President of the Company subject to the reasonable
               directions of the Board.  The Executive shall have such
               authority and shall perform such duties as are specified
               by the Bylaws of the Company for the office to which he
               has been appointed hereunder and shall so serve, subject
               to the control exercised by the Board from time to time.
               Additionally, each year throughout the Term of the
               Executive's service as Chairman of the Board and
               President, the Executive shall be nominated to serve as
               member of the Board.

               2.2(b)    Throughout the Term of this Agreement (but
               excluding any periods of vacation and sick leave to which
               the Executive is entitled), the Executive shall devote
               reasonable attention and time during normal business
               hours to the business and affairs of the Company and
               shall use his reasonable best efforts to perform
               faithfully and efficiently such responsibilities as are
               assigned to him under or in accordance with this
               Agreement; provided that, it shall not be a violation of
               this paragraph for the Executive to (i) serve on
               corporate, civic or charitable boards or committees,
               (ii) deliver lectures or fulfill speaking engagements, or
               (iii) manage personal investments, so long as such
               activities do not significantly interfere with the
               performance of the Executive's responsibilities as an
               employee of the Company in accordance with this Agreement
               or violate the Company's conflict of interest policy as
               in effect immediately prior to the Effective Date.

               2.3  SITUS OF EMPLOYMENT. Throughout the Term of this
Agreement, the Executive's services shall be performed at the
location where the Executive was employed immediately prior to the
Effective Date, or any office of the Company which is located in
the greater St. Louis area.



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               2.4  COMPENSATION.

               2.4(a)    ANNUAL BASE SALARY.  For the first calendar
               year within the Term of this Agreement, the Executive
               shall receive an annual base salary ("Annual Base
               Salary") of two hundred and sixty thousand dollars
               ($260,000.00), which shall be paid in equal or
               substantially equal semi-monthly installments.  During
               the Term of this Agreement, the Annual Base Salary
               payable to the Executive shall be reviewed at least
               annually and shall be increased at the discretion of the
               Board or the Compensation Committee of the Board but
               shall not be reduced.

               2.4(b)    INCENTIVE BONUSES.  In addition to Annual Base
               Salary, the Executive shall be awarded the opportunity to
               earn an incentive bonus on an annual basis ("Incentive
               Bonus") under any incentive compensation plan which are
               generally available to other peer executives of the
               Company.  During the Term of this Agreement, the annual
               target Incentive Bonus which the Executive will have the
               opportunity to earn shall be reviewed at least annually
               and be increased at the discretion of the Board or the
               Compensation Committee of the Board, but in no case shall
               such target annual Incentive Bonus which the Executive
               will have the opportunity to earn be reduced below One
               Hundred and Eighty-Five Thousand Dollars ($185,000) and,
               further, in no event shall the Executive receive less
               than 50% of such annual target Incentive Bonus.

               2.4(c)    INCENTIVE, SAVINGS AND RETIREMENT PLANS.
               Throughout the Term of this Agreement, the Executive
               shall be entitled to participate in all incentive,
               savings and retirement plans generally available to other
               peer executives of the Company.

               2.4(d)    WELFARE BENEFIT PLANS.  Throughout the Term of
               this Agreement (and thereafter, subject to Sections
               4.1(c) and 4.2(g) hereof), the Executive and/or the
               Executive's family, as the case may be, shall be eligible
               for participation in and shall receive all benefits under
               welfare benefit plans, practices, policies and programs
               provided by the Company (including, without limitation,
               medical, prescription, dental, disability, salary
               continuance, employee life, group life, accidental death
               and travel accident insurance plans and programs) to the
               extent generally available to other peer executives of
               the Company.

               2.4(e)    EXPENSES.  Throughout the Term of this
               Agreement, the Executive shall be entitled to receive
               prompt reimbursement for all reasonable expenses incurred
               by the Executive in accordance with the policies,
               practices and procedures generally applicable to other
               peer executives of the Company.

               2.4(f)    FRINGE BENEFITS.  Throughout the Term of this
               Agreement, the Executive shall be entitled to such fringe
               benefits as generally are provided to other peer
               executives of the Company.

               2.4(g)    OFFICE AND SUPPORT STAFF.  Throughout the Term
               of this Agreement, the Executive shall be entitled to an
               office or offices of a size and with furnishings and
               other appointments, and to personal secretarial and other
               assistance, at least equal to those generally provided to
               other peer executives of the Company.

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               2.4(h)    VACATION.  Throughout the Term of this
               Agreement, the Executive shall be entitled to paid
               vacation in accordance with the plans, policies, programs
               and practices generally provided with respect to other
               peer executives of the Company.

SECTION 3:     TERMINATION OF EMPLOYMENT.

               3.1  DEATH.  The Executive's employment shall terminate
automatically upon the Executive's death during the Employment
Period.

               3.2  DISABILITY.  If the Company determines in good faith
that the Disability of the Executive has occurred during the
Employment Period (pursuant to the definition of Disability set
forth below), the Company may give to the Executive written notice
in accordance with Section 7.2 of its intention to terminate the
Executive's employment.  In such event, the Executive's employment
with the Company shall terminate effective on the thirtieth (30th)
day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the thirty (30) days after
such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties.  For purposes of this
Agreement, "Disability" shall mean that the Executive has been
unable to perform the services required of the Executive hereunder
on a full-time basis for a period of one hundred eighty (180)
consecutive business days by reason of a physical and/or mental
condition.  "Disability" shall be deemed to exist when certified by
a physician selected by the Company and acceptable to the Executive
or the Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably).  The Executive will
submit to such medical or psychiatric examinations and tests as
such physician deems necessary to make any such Disability
determination.

               3.3  TERMINATION FOR CAUSE.  The Company may terminate
the Executive's employment during the Employment Period for
"Cause," which shall mean termination based upon: (i) the
Executive's willful and continued failure to substantially perform
his duties with the Company (other than as a result of incapacity
due to physical or mental condition), after a written demand for
substantial performance is delivered to the Executive by the
Company, which specifically identifies the manner in which the
Executive has not substantially performed his duties, (ii) the
Executive's commission of an act constituting a criminal offense
involving moral turpitude, dishonesty, or breach of trust, or (iii)
the Executive's material breach of any provision of this Agreement.
For purposes of this Section, no act, or failure to act on the
Executive's part shall be considered "willful" unless done, or
omitted to be done, without good faith and without reasonable
belief that the act or omission was in the best interest of the
Company. Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until (i) he
receives a Notice of Termination from the Company, (ii) he is given
the opportunity, with counsel to be heard before the Board, and
(iii) the Board finds, in its good faith opinion, the Executive was
guilty of the conduct set forth in the Notice of Termination.

               3.4  GOOD REASON.  The Executive may terminate his
employment with the Company for "Good Reason," which shall mean:

               3.4(a)    the assignment to the Executive of any duties
               inconsistent in any respect with the Executive's position
               (including status, offices, titles and reporting
               requirements), authority, duties or responsibilities as
               contemplated by Section 2.2(a) or any other action by the
               Company which results in a material diminution in such
               position, authority, duties or responsibilities,
               excluding for this purpose any action not taken in bad
               faith and which is remedied by the Company promptly after
               receipt of notice thereof given by the Executive;

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<PAGE> 9

               3.4(b)    (i) the failure by the Company to continue in
               effect any benefit or compensation plan, stock ownership
               plan, life insurance plan, health and accident plan or
               disability plan to which the Executive is entitled as
               specified in Section 2.4, (ii) the taking of any action
               by the Company which would adversely affect the
               Executive's participation in, or materially reduce the
               Executive's benefits under, any plans described in
               Section 2.4, or deprive the Executive of any material
               fringe benefit enjoyed by the Executive as described in
               Section 2.4(f), or (iii) the failure by the Company to
               provide the Executive with paid vacation to which the
               Executive is entitled as described in Section 2.4(h).

               3.4(c)    the Company's requiring the Executive to be
               based at any office or location other than that described
               in Section 2.3;

               3.4(d)    a material breach by the Company of any
               provision of this Agreement;

               3.4(e)    any purported termination by the Company of the
               Executive's employment otherwise than as expressly
               permitted by this Agreement; or

               3.4(f)    within a period ending at the close of business
               on the date two (2) years after the Triggering
               Transaction Date of any Change in Control, if the Company
               has failed to comply with and satisfy Section 6.2 on or
               after such Triggering Transaction Date.

               For purposes of this Section, any good faith
               determination of "Good Reason" made by the Executive
               shall be conclusive.

               3.5  NOTICE OF TERMINATION.  Any termination by the
Company for Cause or Disability, or by the Executive for Good
Reason, shall be communicated by Notice of Termination to the other
party, given in accordance with Section 7.2.  For purposes of this
Agreement, a "Notice of Termination" means a written notice which
(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 the Executive's employment under the
provision so indicated, and (iii) if the Date of Termination (as
defined in Section 3.6 hereof) is other than the date of receipt of
such notice, specifies the termination date (which date shall be
not more than fifteen (15) days after the giving of such notice).
The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to
a showing of Good Reason or Cause shall not waive any right of the
Executive or the Company hereunder or preclude the Executive or the
Company from asserting such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.

               3.6  DATE OF TERMINATION.  "Date of Termination" means
(i) if the Executive's employment is terminated by the Company for
Cause, or by the Executive for Good Reason, the Date of Termination
shall be the date of receipt of the Notice of Termination or any
later date specified therein, as the case may be, (ii) if the
Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be,
or (iii) if the Executive's employment is terminated by the Company
other than for Cause, death, or Disability, the Date of Termination
shall be the date of receipt of the Notice of Termination; provided
that if within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the
other party that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written

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<PAGE> 10
agreement of the parties, or by a final judgment, order or decree of
a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected).


SECTION 4:     CERTAIN BENEFITS UPON TERMINATION.

               4.1  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON NOT
IN CONNECTION WITH A TRIGGERING TRANSACTION.  If, prior to a
Triggering Transaction during the Employment Period (except in the
event that one of the following terminations of employment occurs
within the six-month period prior to the earlier of (a) a
Triggering Transaction or (b) the execution of a definitive
agreement or contract that eventually results in a Triggering
Transaction, which shall result in the payment of severance
benefits set forth in Section 4.2 of this Agreement): (i) the
Company shall terminate the Executive's employment without Cause,
or (ii) the Executive shall terminate employment with the Company
for Good Reason, the Executive shall be entitled to the payment of
the benefits provided below as of the Date of Termination:

               4.1(a)    Accrued Obligations.  Within thirty (30) days
                         -------------------
               after the Date of Termination, the Company shall pay to
               the Executive the sum of (1) the Executive's Annual Base
               Salary through the Date of Termination to the extent not
               previously paid, (2) the accrued benefit payable to the
               Executive under any deferred compensation plan, program
               or arrangement in which the Executive is a participant
               subject to the computation of benefits provisions of such
               plan, program or arrangement, and (3) any accrued
               vacation pay; in each case to the extent not previously
               paid (the "Accrued Obligations").

                    In addition, on the date that Incentive Bonuses are
               paid to other peer executives for the year in which the
               Executive's employment is terminated, the Executive will
               be paid an amount equal to the product of the Current
               Target Bonus multiplied by a fraction, the numerator of
               which is the number of days during the fiscal year for
               which the Incentive Bonus is paid prior to the Date of
               Termination and denominator of which is 365.  For
               purposes of this Agreement, the term "Current Target
               Bonus" means the Incentive Bonus that would have been
               paid to the Executive for the fiscal year in which the
               termination of employment occurred, if the Executive's
               employment had not been so terminated and the Executive
               had earned 100% of the Incentive Bonus that he could have
               earned for such year.

               4.1(b)    Annual Base Salary and Target Bonus
                         -----------------------------------
               Continuation.  For the remainder of the Employment
               ------------
               Period, the Company shall pay to the Executive, the
               Executive's then-current Annual Base Salary and Current
               Target Bonus as would have been paid to the Executive had
               the Executive remained in the Company's employ throughout
               the Employment Period; provided that in all cases the
               Executive shall receive, at minimum, the then-current
               Annual Base Salary and Current Target Bonus for the
               remainder of the Employment Period, or for a period
               beginning on the Date of Termination and ending two years
               thereafter, whichever is longer.  The Company at any time
               may elect to pay the balance of such payments then
               remaining in a lump sum, in which case the total of such
               payments shall be discounted to present value on the
               basis of the applicable Federal short-term monthly rate
               as determined according to Code Section 1274(d) for the
               month in which the Executive's Date of Termination
               occurred.

                                    -10-
<PAGE> 11

               4.1(c)    Medical and Health Benefit Continuation.  For
                         ---------------------------------------
               a period of ten years beginning on the Date of
               Termination, or such longer period as any plan, program,
               practice or policy may provide, the Company shall
               continue medical and health benefits to the Executive
               and/or the Executive's family at least equal to those
               which would have been provided to them in accordance with
               the plans, programs, practices and policies described in
               Section 2.4(d) if the Executive's employment had not been
               terminated, in accordance with the plans, practices,
               programs or policies of the Company as those provided
               generally to other peer executives and their families;
               provided, however, that if the Executive becomes
               -----------------
               reemployed with another employer and is eligible to
               receive medical or health benefits under another
               employer-provided plan, the medical and health benefits
               described herein shall be secondary to those provided
               under such other plan during such applicable period of
               eligibility. In the event Executive is able to obtain
               medical and health care coverage from a third party for
               the duration of such coverage period that is at least as
               good in all material respects as that described in the
               immediately preceding sentence, Executive agrees to
               accept, in lieu of such Company provided medical and
               health benefits, a lump sum cash payment in an amount
               equal in value to the entire cost to Executive on an
               after-tax basis of such alternate medical and health care
               coverage.

               4.1(d)    Other Benefits.  To the extent not previously
                         --------------
               paid or provided, the Company shall timely pay or provide
               to the Executive and/or the Executive's family any other
               amounts or benefits required to be paid or provided for
               which the Executive and/or the Executive's family is
               eligible to receive pursuant to this Agreement and under
               any plan, program, policy or practice or contract or
               agreement of the Company as those provided generally to
               other peer executives and their families ("Other
               Benefits").

               4.2  BENEFITS UPON TERMINATION IN CONNECTION WITH A
TRIGGERING TRANSACTION. If (a) a Triggering Transaction occurs
during the Employment Period and within three years after the
Triggering Transaction Date (i) the Company shall terminate the
Executive's employment without Cause, or (ii) the Executive shall
terminate employment with the Company 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 the Executive shall become entitled to
the payment of the benefits as provided below as of 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"):

               4.2(a)    Accrued Obligations.  Within thirty (30) days
                         -------------------
               after the Entitlement Date, the Company shall pay to the
               Executive the Accrued Obligations.

                    In addition, on the date that Incentive Bonuses are
               paid to other peer executives for the year in which the
               Executive's employment is terminated, the Executive will
               be paid an amount equal to the product of the Current
               Target Bonus multiplied by a fraction, the numerator of
               which is the number of days during the fiscal year for
               which the Incentive Bonus is paid prior to the Date of
               Termination and the denominator of which is 365.

                                    -11-
<PAGE> 12
               4.2(b)    Severance Amount.  Within thirty (30) days
                         ----------------
               after the Entitlement Date, the Company shall pay to the
               Executive as severance pay in a lump sum, in cash, an
               amount equal to 2.99 times an amount equal to his then-
               current Annual Base Salary and Current Target Bonus.  In
               the event such severance amount is payable pursuant to
               this Section on account of a Triggering Transaction, and
               the Executive is entitled to a benefit under Article IV
               of the Angelica Corporation Management Retention and
               Incentive Plan (the "Management Retention Plan") on
               account of a Change in Control (as defined in the
               Management Retention Plan), the Executive shall be
               entitled to the larger of the amounts computed pursuant
               to this Section and the amounts computed pursuant to the
               Management Retention Plan without regard to this Section.
               Such benefit shall be in lieu of any other benefit
               payable pursuant to the Management Retention Plan.

               4.2(c)    Stock Options.  To the extent not otherwise
                         -------------
               provided for under the terms of the Company's stock
               option plans or the Executive's stock option agreements,
               all stock options held by the Executive that have not
               expired in accordance with their respective terms shall
               vest and become fully exercisable as of the Entitlement
               Date.

               4.2(d)    Stock Bonus and Incentive Plan Shares.  To the
                         -------------------------------------
               extent not otherwise provided for under the terms of the
               Company's Stock Bonus and Incentive Plan, all "Matching
               Shares" (as defined in such plan) held by or for the
               benefit of the Executive that are unvested and restricted
               at the Date of Termination shall vest and become
               unrestricted as of the Entitlement Date and all "Elected
               Shares" (as defined in such plan) held by or for the
               benefit of the Executive that are restricted at the Date
               of Termination shall become unrestricted as of the
               Entitlement Date.

               4.2(e)    Enhanced Supplemental Retirement Plan Benefits.
                         ----------------------------------------------
               The benefit payable to the Executive under the Angelica
               Corporation Supplemental Plan (as originally effective
               April 1, 1980 and as amended from time to time, including
               a restatement as of January 23, 1990) (the "Supplemental
               Plan") shall be determined taking into account the
               following modifications:

               (i)       The amount payable to the Executive pursuant
                         to Section 4 of the Supplemental Plan shall be
                         determined on the basis of the service with
                         the Company the Executive would have completed
                         if he had continued to be employed by the
                         Company until he attained age 65; provided
                         such additional imputed service shall not
                         exceed ten years.

               (ii)      The Executive may begin to receive payments at
                         any time after he has reached age 55 without
                         any discount because the payments commence
                         before the Executive is age 65, regardless of
                         the provisions of Section 6 of the
                         Supplemental Plan.

               (iii)     In addition to the benefit payable to the
                         Executive as determined above, if the
                         Executive has not attained age 65 as of
                         his Entitlement Date, he shall be
                         entitled to receive a monthly benefit
                         equal to the amount of old-age insurance
                         benefit to which he would be entitled at
                         age 65 under the Social Security Act,
                         based upon the assumption that he will
                         continue to receive until reaching age 65
                         compensation that would be treated as
                         wages for purposes of the Social Security
                         Act at the same rate as he received such
                         compensation at the time of retirement or
                         severance,

                                    -12-
<PAGE> 13
                         which benefit shall commence on the
                         Executive's Entitlement Date and shall end
                         when the Executive attains the age of 65
                         years.

               The Executive shall be entitled to receive his entire
               benefit, including the enhanced benefits provided by this
               Agreement, in a single lump sum cash payment within
               thirty (30) days after the Entitlement Date, in which
               case the total of such payments shall be discounted to
               present value on the basis of the average of the interest
               rates, as reported in the Wall Street Journal as of the
               close of trading for the 20 days that immediately
               preceded the Entitlement Date on which the New York Stock
               Exchange was open for trading, of the shortest term U.S.
               Treasury bond that matures at least 20 years after the
               Entitlement Date.  In the event enhanced Supplemental
               Plan benefits are payable pursuant to this Section on
               account of a Triggering Transaction, and the Executive is
               entitled to a benefit under Section 10 of the
               Supplemental Plan on account of a Change in Control (as
               defined in the Supplemental Plan), the Executive shall be
               entitled to the larger of the amounts computed pursuant
               to this Section and the amounts computed pursuant to the
               Supplemental Plan without regard to this Section.  Such
               benefit shall be in lieu of any other benefit payable
               pursuant to the Supplemental Plan.

               4.2(f)    Enhanced Deferred Compensation Plan Benefits. For
                         --------------------------------------------
               purposes of determining the amount payable to Executive
               pursuant to the Angelica Corporation Deferred
               Compensation Option Plan for Selected Management
               Employees (the "Deferred Compensation Plan"), the
               attained age of the Executive and years of service with
               the Company shall be determined as if the Executive were
               ten years older than his actual age (but not older than
               age 65) and had continued to be employed by the Company
               until age 65 (but not more than 10 years of imputed
               service).  The Executive shall be entitled to receive
               such enhanced benefit in a single lump sum cash payment
               within thirty (30) days after the Entitlement Date in an
               amount equal to the present value of such enhanced Normal
               Retirement Benefits (as defined in the Deferred
               Compensation Plan) of the Executive.  Such present value
               shall be determined on the basis of the average of the
               interest rates, as reported in the Wall Street Journal as
               of the close of trading for the 20 days that immediately
               preceded the Entitlement Date on which the New York Stock
               Exchange was open for trading, of the shortest term U.S.
               Treasury bond that matures at least 20 years after the
               Entitlement Date.  In the event enhanced Deferred
               Compensation Plan benefits are payable pursuant to this
               Section on account of a Triggering Transaction, and the
               Executive is entitled to a benefit under Article VII of
               the Deferred Compensation Plan on account of a Change in
               Control (as defined in the Deferred Compensation Plan),
               the Executive shall be entitled to the larger of the
               amounts computed pursuant to this Section and the amounts
               computed pursuant to the Deferred Compensation Plan
               without regard to this Section.  Such benefit shall be in
               lieu of any other benefit payable pursuant to the
               Deferred Compensation Plan.

               4.2(g)    Medical and Health Benefit Continuation.  For
                         ---------------------------------------
               a period of ten years after the Entitlement Date and
               without cost to the Executive and/or his family, the
               Company shall continue medical and health benefits to the
               Executive and/or the Executive's family at least equal to
               those which were being provided to them prior to the Date
               of Termination; provided, however, that if the Executive
                               -----------------
               becomes reemployed with another employer and is eligible
               to receive medical or health benefits under another
               employer-provided plan, the medical and health benefits
               described herein shall be secondary to those provided
               under such other plan during such applicable period of
               eligibility.

                                    -13-
<PAGE> 14
               4.2(h)    Other Benefits.  To the extent not previously
                         --------------
               paid or provided, the Company shall timely pay or provide
               to the Executive and/or the Executive's family any Other
               Benefits required to be paid or provided for which the
               Executive and/or the Executive's family is eligible to
               receive pursuant to this Agreement and under any plan,
               program, policy or practice or contract or agreement of
               the Company as those provided generally to other peer
               executives and their families.

               4.2(i)    Excess Parachute Payment.  Anything in this
                         ------------------------
               Agreement to the contrary notwithstanding, in the event
               that it shall be determined that any payment or
               distribution by the Company to or for the benefit of
               Executive (whether paid or payable or distributed or
               distributable pursuant to the terms of this Agreement or
               otherwise but determined without regard to any additional
               payments required under this Section 4.2(i)) (a
               "Payment") would be subject to the excise tax imposed by
               Code Section 4999 (or any successor provision) or any
               interest or penalties are incurred by the Executive with
               respect to such excise tax (such excise tax, together
               with any such interest and penalties, are hereinafter
               collectively referred to as the "Excise Tax"), then the
               Executive shall be entitled to receive an additional
               payment (a "Gross-Up Payment") in an amount such that
               after payment by the Executive of all taxes (including
               any interest or penalties imposed with respect to such
               taxes), including, without limitation, any income taxes
               (and any interest or penalties imposed with respect
               thereto) and Excise Tax imposed upon the Gross-Up
               Payment, the Executive retains an amount of the Gross-Up
               Payment on an after-tax basis equal to the Excise Tax
               imposed upon the Payment.

               The Executive shall notify the Company in writing of any
               claim by the Internal Revenue Service that, if
               successful, would require the payment by the Company of
               the Gross-Up Payment.  Such notification shall be given
               as soon as practicable but no later than ten business
               days after the Executive is informed in writing of such
               claim by the Internal Revenue Service and the
               notification shall apprise the Company of the nature of
               the claim and the date on which such claim is required to
               be paid.  The Executive shall not pay such claim prior to
               the expiration of a 30-day period following the date on
               which the Executive has given such notification to the
               Company (or such shorter period ending on the date that
               any payment of taxes with respect to such claim is
               required).  If the Company notifies the Executive in
               writing prior to the expiration of such period that it
               desires to contest such claim, the Executive shall
               cooperate with the Company in so contesting; provided,
                                                            ---------
               however, that the Company shall bear and pay all costs
               -------
               and expenses (including additional interest and
               penalties) incurred in connection with such contest, on
               an after-tax basis to the Executive.

               4.3  DEATH.  If the Executive's employment is terminated
by reason of the Executive's death during the Employment Period
(either prior  or subsequent to a Triggering Transaction), this
Agreement shall terminate without further obligations to the
Executive's legal representatives under this Agreement, other than
for (i) payment of Accrued Obligations (as defined in Section
4.1(a)) (which shall be paid to the Executive's estate or
beneficiary, as applicable, in a lump sum in cash within thirty
(30) days of the Date of Termination) and (ii) the timely payment
or provision of Other Benefits (as defined in Section 4.1(d)),
including death benefits pursuant to the terms of any plan, policy,
or arrangement of the Company.

               4.4  DISABILITY. If the Executive's employment is
terminated by reason of the Executive's Disability during the
Employment Period (either prior or subsequent to a Triggering
Transaction), this Agreement shall terminate without further
obligations to the Executive, other than for (i) payment of

                                    -14-
<PAGE> 15
Accrued Obligations (as defined in Section 4.1(a)) (which shall be
paid to the Executive in a lump sum in cash within thirty (30) days of
the Date of Termination) and (ii) the timely payment or provision of
Other Benefits (as defined in Section 4.1(d)) including Disability
benefits pursuant to the terms of any plan, policy or arrangement
of the Company.

               4.5  TERMINATION FOR CAUSE; OTHER THAN GOOD REASON.  If
the Executive's employment shall be terminated for Cause during the
Employment Period (either prior or subsequent to a Triggering
Transaction), this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to
the Executive his Accrued Compensation (as defined in this
Section).  If the Executive terminates employment with the Company
during the Employment Period, (excluding a termination for Good
Reason), this Agreement shall terminate without further obligations
to the Executive, other than for the payment of Accrued
Compensation (as defined in this Section) and the timely payment or
provision of Other Benefits (as defined in Section 4.1(d)). In such
case, all Accrued Compensation shall be paid to the Executive in a
lump sum in cash within thirty (30) days of the Date of
Termination.

               For the purpose of this Section, the term "Accrued
Compensation" means the sum of (i) the Executive's Annual Base
Salary through the Date of Termination to the extent not previously
paid, (ii) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon), and (iii)
any accrued vacation pay in each case to the extent not previously
paid.

               4.6  NON-EXCLUSIVITY OF RIGHTS; SUPERSESSION OF CERTAIN
BENEFITS.  Except as provided in Sections 4.1(c) and 4.2(g) and in
this Section 4.6, nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company and for which
the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any
contract or agreement with the Company.  Amounts which are vested
benefits of which the Executive is otherwise entitled to receive
under any plan, policy, practice or program of, or any contract or
agreement with, the Company at or subsequent to the Date of
Termination, shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly
modified by this Agreement.

               4.7  FULL SETTLEMENT. The Company's obligation to make
the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-
off, counterclaim, recoupment, defense or other claim, right or
action which the Company may have against the Executive or others.
In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of
this Agreement and, except as provided in Sections 4.1(c) and
4.2(g), such amounts shall not be reduced whether or not the
Executive obtains other employment.  The Company agrees to pay
promptly as incurred, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as
a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any
contest by the Executive regarding the amount of any payment
pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Code
Section 7872(f)(2)(A).

               4.8  RESOLUTION OF DISPUTES.  If there shall be any
dispute between the Company and the Executive (i) in the event of
any termination of the Executive's employment by the Company,
whether such termination was for Cause, or (ii) in the event of any
termination of employment by the Executive,

                                    -15-
<PAGE> 16
whether Good Reason existed, then, unless and until there is a final,
nonappealable judgment by a court of competent jurisdiction declaring
that such termination was for Cause or that the determination by the
Executive of the existence of Good Reason was not made in good faith,
the Company shall pay all amounts, and provide all benefits, to the
Executive and/or the Executive's family or other beneficiaries, as the
case may be, that the Company would be required to pay or provide
pursuant to Section 4.1 or 4.2 as though such termination were by the
Company without Cause or by the Executive with Good Reason; provided,
                                                            ---------
however, that the Company shall not be required to pay any disputed
-------
amounts pursuant to this Section except upon receipt of an undertaking
by or on behalf of the Executive to repay all such amounts to which
the Executive is ultimately adjudged by such court not to be entitled.

SECTION 5:     NON-COMPETITION.

               5.1  NON-COMPETE AGREEMENT.

               5.1(a)    It is agreed that during the period beginning
               on the date the Term of this Agreement expires and ending
               one (1) year thereafter, the Executive shall not, without
               prior written approval of the Board, become an officer,
               employee, agent, partner, or director of any business
               enterprise in substantial direct competition (as defined
               in Section 5.1(b)) with the Company; provided that, if
               the Executive is terminated by the Company without Cause
               or if the Executive terminates his employment for Good
               Reason, then he will not be subject to the restrictions
               of this Section.

               5.1(b)    For purposes of Section 5.1, a business
               enterprise with which the Executive becomes associated as
               an officer, employee, agent, partner, or director shall
               be considered in substantial direct competition, if such
               entity competes with the Company in any business in which
               the Company is engaged and is within in the Company's
               market area as of the date that the Employment Period
               expires.

               5.1(c)    The above constraint shall not prevent the
               Executive from making passive investments, not to exceed
               five percent (5%), in any enterprise.

               5.2  CONFIDENTIAL INFORMATION.  The Executive shall hold
in a fiduciary capacity for the benefit of the Company all secret
or confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive during
the Executive's employment by the Company and which shall not be or
become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the
Company, or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.  In no
event shall an asserted violation of the provisions of this Section
constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

SECTION 6:     SUCCESSORS.

               6.1  SUCCESSORS OF EXECUTIVE.  This Agreement is personal
to the Executive and, without the prior written consent of the
Company, the rights (but not the obligations) shall not be
assignable by

                                    -16-
<PAGE> 17
the Executive otherwise than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

               6.2  SUCCESSORS OF COMPANY.   The Company will 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 the Company to assume expressly and agree
to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place.  Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle the Executive to
terminate the Agreement at his option on or after the Triggering
Transaction Date for Good Reason.  As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

SECTION 7:     MISCELLANEOUS.

               7.1  OTHER AGREEMENTS.  The Board may, from time to time
in the future, provide other incentive programs and bonus
arrangements to the Executive with respect to the occurrence of a
Triggering Event that will be in addition to the benefits required
to be paid in the designated circumstances in connection with the
occurrence of a Triggering Transaction.  Such additional incentive
programs and/or bonus arrangements will affect or abrogate the
benefits to be paid under this Agreement only in the manner and to
the extent explicitly agreed to by the Executive in any such
subsequent program or arrangement.

               7.2  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 the Company shall
be directed to the attention of the Chairman of the Board, 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 Executive:
                    -------------------

                    Lawrence J. Young
                    15181 Asleview Drive
                    Chesterfield, MO 63017

                    Notice to Company:
                    -----------------

                    Angelica Corporation
                    424 South Woods Mill Road
                    Chesterfield, Missouri  63017-3406

               7.3  VALIDITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.

                                    -17-
<PAGE> 18

               7.4  WITHHOLDING.  The Company may withhold from any
amounts payable under this Agreement such Federal, state or local
taxes as shall be required to be withheld pursuant to any
applicable law or regulation.

               7.5  WAIVER.  The Executive's or the Company's failure to
insist upon strict compliance with any provision hereof or any
other provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Section 3.4 shall not be
deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.


               IN WITNESS WHEREOF, the Executive and, the Company,
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.




                              /s/ Lawrence J. Young
                              -------------------------------------------
                              Lawrence J. Young



                              ANGELICA CORPORATION



                              By /s/ Earle H. Harbison, Jr.
                                -----------------------------------------
                              Name: Earle H. Harbison, Jr.
                                   --------------------------------------
                              Title: Chairman, Compensation Committee BOD
                                    -------------------------------------


                                    -18-