Exhibit 10.18

                              Katy Industries, Inc.

                              Executive Bonus Plan

                                 December, 2001

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Contents
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                                                                           Page

Article 1. Establishment and Purpose                                          1

Article 2. Definitions                                                        1

Article 3. Administration                                                     4

Article 4. Eligibility and Participation                                      5

Article 5. Award Determination                                                5

Article 6. Payment of Final Awards                                            6

Article 7. Termination of Employment and Covenants                            6

Article 8. Rights of Participants                                             6

Article 9. Requirements of Law                                                7

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Katy Industries, Inc.
Executive Bonus Plan

Article 1. Establishment and Purpose

      1.1 Establishment of the Plan. Katy Industries, Inc. (the "Company")
hereby establishes an annual bonus arrangement to be known as the "Katy
Industries, Inc. Executive Bonus Plan" (the "Plan"), as set forth in this
document. The Plan permits the awarding of annual cash bonuses to Key Employees
of the Company who do not participate in other incentive plans of the Company.
The bonuses will be based upon the level of achievement of preestablished
performance goals. The Plan shall be effective as of January 1, 2002, and shall
remain in effect until terminated by the Compensation Committee of the Company.

      1.2 Purpose. The purpose of the Plan is to provide Key Employees of the
Company with a variable component of pay to motivate performance on an annual
basis, through the achievement of specific Company, business unit, and/or
individual goals. This purpose also can be stated as follows:

      (a)   To support the Company's vision, values, mission, critical success
            factors, strategic plan, and expectations;

      (b)   To reinforce linkage between performance and rewards; and

      (c)   To place pay at risk and create a monetary reward to motivate
            performance.

Article 2. Definitions

      2.1 Definitions. Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when the defined meaning is intended, the term
is capitalized:

      (a)   "Award Opportunities" means the minimum and maximum incentive award
            levels that can be earned by each Participant in any given Plan
            Year, as further described in Section 5.1 herein.

      (b)   "Base Salary" means the annualized salary as of the close of each
            Plan Year, which includes all regular basic wages, before reduction
            for any amounts deferred on a tax-qualified or nonqualified basis,
            payable in cash to a Participant for services rendered during the
            Plan Year. Base Salary shall exclude bonuses, incentive
            compensation, special fees or awards, commissions, allowances, or
            any other form of premium or incentive pay, or amounts designated by
            the Company as payment toward or reimbursement of expenses.


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      (c)   "Board" or "Board of Directors" means the Board of Directors of the
            Company.

      (d)   "Cash Flow" means cash flow from EBITDA less any decreases in
            working capital, plus any increases in working capital and less
            capital expenditures.

      (e)   "Cause" shall mean the occurrence of any one or more of the
            following:

            (i)   The participant's conviction for committing an act of fraud,
                  embezzlement, theft, or any other act constituting a felony
                  involving moral turpitude or causing material harm, financial
                  or otherwise, to the Company; or

            (ii)  A demonstrably willful and deliberate act or failure to act
                  (other than as a result of incapacity due to physical or
                  mental illness) which is committed in bad faith, without
                  reasonable belief that such action or inaction is in the best
                  interests of the Company, which causes actual material
                  financial injury to the Company and which act or inaction is
                  not remedied within 15 business days of written notice from
                  the Company.

      (f)   "Compensation Committee" or "Committee" means the Compensation
            Committee of the Board, as specified in Article 3 herein, or such
            other committee appointed by the Board to administer the Plan.

      (g)   "Company" means Katy Industries, Inc., a Delaware corporation, and
            any successor thereto.

      (h)   "Date of Employment Termination" means:

            (i)   In the event of an employment termination due to Disability,
                  the date on which the Committee first determines the
                  Disability to be total and permanent; or

            (ii)  In the event of an employment termination due to death, the
                  date on which the death occurs; or

            (iii) In the event of an employment termination due to Retirement,
                  on the date on which the retirement becomes effective, as
                  further provided under the terms of the Company's
                  tax-qualified 401(k) plan (or such qualified successor plan as
                  may be implemented in the future); or

            (iv)  In the event of an employment termination for any other reason
                  except Disability, death, or Retirement, such other
                  terminations to include, but not be limited to, voluntary,
                  involuntary, and for Cause termination, on the date on which
                  the Committee designates such termination to become effective.


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      (i)   "Disability" shall have the meaning ascribed to such term in the
            Company's governing long-term disability plan, or if no plan is then
            in effect, shall mean the determination by the Committee that the
            physical or mental condition of a Participant renders such
            Participant unable to carry out his or her duties and obligations to
            the Company.

      (j)   "EBITDA" means operating earnings before interest, taxes,
            depreciation and amortization. The Committee may decide to include
            or exclude certain unusual items at its sole discretion.

      (k)   "Final Award" means the actual award earned during a Plan Year by a
            Participant, as determined by the Committee at the end of the Plan
            Year in question (as further provided in Section 5.4 herein).

      (l)   "Key Employee" means an employee of the Company who, in the opinion
            of the Chief Executive Officer of the Company, is in a position to
            significantly contribute to the growth and profitability of the
            Company.

      (m)   "Participant" means a Key Employee of the Company who has been
            recommended for participation by the Chief Executive Officer and
            whose participation has been approved by the Committee.

      (n)   "Performance Goals" means the Company-wide, business unit, and/or
            individual goals established for each Plan Year by the Committee,
            the achievement of which determines the size of award payments
            hereunder to each Participant, as further provided in Article 5
            herein.

      (o)   "Plan Year" means the Company's fiscal year, consisting of the
            twelve (12) calendar months beginning each January 1 and ending
            December 31.

      (p)   "Retirement" shall have the same meaning as defined by the
            provisions of the Company's tax-qualified 401(k) plan, or such
            qualified successor plan as may be implemented in the future.


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      (q)   "Incentive Award" means the award to be paid to Participants for
            meeting specified Performance Goals. Such Incentive Award shall be
            expressed as a percentage of each Participant's Base Salary.

      2.2 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.

Article 3. Administration

      3.1 The Committee. This Plan shall be administered by the Compensation
Committee, or by any other Committee appointed by the Board, in accordance with
rules and regulations that the Committee may establish from time to time, as
such rules and regulations are consistent with the provisions of this Plan.

      3.2 Authority of the Committee. Subject to the provisions herein, the
Committee shall have full power to select and approve Participants who have been
recommended for participation by the Chief Executive Officer of the Company; to
determine the frequency and size of the Award Opportunities (which need not be
the same for each Participant); to establish Performance Goals; to determine the
terms and conditions of each individual's participation in a manner consistent
with the provisions of the Plan; to set forth guidelines governing the minimum
and maximum awards that may be earned by Participants with respect to various
levels of achievement of the Performance Goals during the Plan Year, subject to
the terms of Article 5 herein; and to prevent enlargement or dilution of
Participants' rights, as further provided in Section 5.3 herein. The Committee
shall have the full power to make all other determinations which may be
necessary or advisable for the administration of the Plan, to the extent
consistent with the provisions of the Plan.

      3.3 Amendment, Modification, and Termination. At any time, and from time
to time, the Compensation Committee may amend, modify, or terminate the Plan.

      3.4 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive, and
binding on all persons, including the Company, its owners, employees, and
Participants and their estates and beneficiaries.


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Article 4. Eligibility and Participation

      4.1 Eligibility. Eligibility for participation in the Plan shall be
limited to those Key Employees who, by the nature and scope of their position,
regularly and directly make or influence decisions which impact the annual
results and/or success of the Company.

      4.2 Actual Participation. Subject to the provisions of the Plan, prior to
the beginning of the Plan Year (or as close thereto as administratively
possible), the Chief Executive Officer shall recommend and the Committee shall
approve eligible employees, if any, who shall participate in the Plan for the
respective Plan Year.

      4.3 Timing of Participation. Participation typically shall begin only at
the beginning of a Plan Year. However, in situations involving a transfer, a
promotion, or a new hire, the Committee may allow an individual who becomes
eligible after the beginning of a Plan Year to participate in the Plan for the
remainder of that Plan Year. In such case, the Participant's Final Award shall
be prorated based on the number of full months of actual participation. A new
employee shall not be allowed to participate in the Plan for the current Plan
Year if their first day of employment with the Company is after September 30 of
the current Plan Year.

Article 5. Award Determination

      5.1 Award Opportunities. Each Plan Year, the Committee shall establish
minimum and maximum incentive award levels (the "Award Opportunities") for each
Participant. The established Award Opportunities shall vary in relationship to
the responsibility level of the Participant. In the event a Participant changes
job levels during the Plan Year, the Participant's Award Opportunities may be
adjusted to reflect the amount of time at each job level.

      5.2 Performance Goals. Each Plan Year, Performance Goals shall be
established for each Participant. Unless the Committee determines otherwise, the
Performance Goals shall be based on levels of EBITDA of the Company and/or its
business units, with the achievement of preestablished levels of these
Performance Goals aligned with the Award Opportunities; the Final Awards shall
be based on the level of achievement of the preestablished Performance Goals at
the end of the Plan Year.

      At the Committee's sole discretion, the Committee may establish and
substitute any combination of other Company-wide, business unit, and/or
individual Performance Goals and/or modify the weight given each Performance
Goal on which Final Awards are based.


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      5.3 Adjustment of Performance Goals. The Committee shall have the right to
adjust the Performance Goals (either up or down) during the Plan Year if, and
only if, the Committee determines that external changes, or other unanticipated
and unforeseeable business conditions have materially and inequitably affected
the fairness of the Performance Goals.

      5.4 Final Award Determinations. At the end of each Plan Year, Final Awards
shall be computed for each Participant as determined by the Committee.

Article 6. Payment of Final Awards

      6.1 Form and Timing of Payment. Within thirty (30) calendar days following
the issuance of the audited financial statements of the Company for the Plan
Year, Final Award amounts shall be determined and paid to individual
Participants (unless such amount has been voluntarily deferred).

      6.2 Deferrals. At its discretion, the Committee may allow and provide for
a voluntary deferral of up to 100 percent of the annual bonus award. If so
provided, the Committee shall establish and communicate to Participants the
terms and the requirements necessary to enter into a valid bonus deferral
arrangement.

Article 7. Termination of Employment and Covenants

      7.1 Termination of Employment Due to Death, Disability, or Retirement.
Unless the Committee determines otherwise, in the event a Participant's
employment is terminated by reason of death, Disability, or Retirement, the
Final Award, determined in accordance with Section 5.4 herein, shall be reduced
to reflect participation for less than a full Plan Year. This reduction shall be
determined by multiplying the Final Award by a fraction; the numerator of which
is the number of full months of participation through the date of termination
and the denominator of which is twelve (12). The Final Award thus determined
shall be paid within ninety (90) calendar days following the end of the Plan
Year then in progress.

      7.2 Termination of Employment for Other Reasons. In the event a
Participant's employment is terminated for any reason other than death,
Disability, or Retirement, and the Participant is no longer employed at the date
of award distribution, all of the Participant's rights to a Final Award for the
Plan Year then in progress shall be forfeited. However, except in the event of a
for Cause employment termination, the Committee, in its sole discretion, may pay
a prorated award for the portion of that Plan Year that the Participant was
employed by the Company, computed as determined by the Committee. In the event
of a termination for Cause, all outstanding Award Opportunities shall be
immediately forfeited.

Article 8. Rights of Participants

      8.1 Employment. Nothing in this Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.


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      8.2 Participation. No Participant or other employee shall at any time have
a right to be selected for participation in the Plan for any Plan Year, despite
having been selected for participation in a previous Plan Year.

      8.3 Nontransferability. No right or interest of any Participant in this
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.

      8.4 Unsecured Interest. No Participant or beneficiary shall have any
interest whatsoever in any specific asset of the Company based on their
participation in this Plan. To the extent that any person acquires a right to
receive payments under this Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company.

Article 9. Requirements of Law

      9.1 Tax Withholding. The Company shall have the right to require
Participants to remit to the Company an amount sufficient to satisfy any
federal, state, and/or local tax withholding requirements applicable to payments
made under this Plan, or to deduct from any or all such payments amounts
sufficient to satisfy all tax withholding requirements.

      9.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      9.3 Successors. All obligations of the Company under the Plan with respect
to payout of awards, and the corresponding rights granted thereunder, shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or other
acquisition of all or substantially all of the business and/or assets of the
Company.

      9.4 Governing Law. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the state of Delaware.


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