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                                                               Exhibit 10.13

                              SECOND AMENDMENT
                            ANGELICA CORPORATION

                   1994 NON-EMPLOYEE DIRECTORS STOCK PLAN

         The Angelica Corporation 1994 Non-Employee Directors Stock Plan
("Plan") was adopted effective November 29, 1994. The Plan was amended by a
First Amendment effective as of January 27, 1998.

         Angelica Corporation now wishes to further amend the Plan to
provide for a uniform vesting schedule for stock grants pursuant to Article
II of the Plan and to revise the stock option exercisability period
following the date an optionee's service as a director ends.

         NOW, THEREFORE, the Plan is hereby amended effective January 1, 2004
as follows:

         1.       Section 2.5 is amended to read in its entirety as follows:

         2.5      Forfeiture of Shares. Shares issued to a Non-Employee
                  Director (or held by a Permissible Transferee) pursuant to
                  this Plan, including previously granted Shares subject to
                  forfeiture as of January 1, 2004, shall be forfeitable to
                  the Company until "earned out" as follows:

<TABLE>
<CAPTION>
                  DATE                                 EARNOUT SCHEDULE

                  <S>                                  <C>
                  First anniversary date of grant      One-third (1/3rd) of Shares granted

                  Second anniversary date of grant     One-third (1/3rd) of Shares granted

                  Third anniversary date of grant      One-third (1/3rd) of Shares granted
</TABLE>

                  Any Shares which are not earned out at the time a
                  Non-Employee Director's service as a Director ends shall
                  be immediately forfeited, except as set out in Section 5.2.

                  All fractional Shares earned out on the first and second
                  anniversary dates of grant shall be rounded down to the
                  next lower whole number; all remaining Shares shall be
                  earned out on the third anniversary date of grant.
                  Notwithstanding any provisions of this Section 2.5 to the
                  contrary, Shares subject to forfeiture as of January 1,
                  2004 shall be earned out under the pre-amendment
                  provisions of this Section 2.5 if such provisions
                  accelerate the time such Shares become nonforfeitable.


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         2.       Section 4.4(d) is amended to read in its entirety as follows:

                  (d)      The Option shall not be exercisable after the
                           earliest of (i) for an Optionee whose service as
                           a Director ends by reason of death or Disability,
                           or for any other reason on or after the date such
                           Director has completed six (6) years of service
                           as a Non-Employee Director, the last day of the
                           twenty-fourth (24th) month after the month in
                           which the Optionee's service as a Director
                           terminates; (ii) for an Optionee whose service as
                           a Director ends for any reason other than death
                           or Disability prior to such Director's completion
                           of six (6) years of service as a Non-Employee
                           Director, the last day of the third month after
                           the month in which the Optionee's service as a
                           Director terminates; or (iii) the expiration of
                           the term of the Option under the Option
                           Agreement.

         The undersigned hereby certifies that the Board of Directors duly
adopted the foregoing on the 27th day of January, 2004, effective as of
January 1, 2004.

                           By:    /s/ Steven L. Frey
                                  ------------------

                           Title: Vice President, General Counsel & Secretary


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