KATY INDUSTRIES, INC.

                           SECOND AMENDMENT AND WAIVER
                               TO CREDIT AGREEMENT

            This SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this
"Amendment") is dated as of November 26, 2001 and entered into by and among KATY
INDUSTRIES, INC., a Delaware corporation ("Company"), THE FINANCIAL INSTITUTIONS
LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a
"Lender" and collectively as "Lenders"), BANKERS TRUST COMPANY ("BTCo"), as
agent for Lenders (in such capacity, "Agent"), and for purposes of Section 4
hereof, the Credit Support Parties (as defined in Section 4 hereof) listed on
the signature pages hereof, and is made with reference to that certain Credit
Agreement dated as of June 28, 2001 by and among Company, Lenders and Agent, as
amended by that certain First Amendment and Waiver to Credit Agreement dated as
of September 27, 2001 (as amended, the "Credit Agreement"). Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.

                                    RECITALS

            WHEREAS, Company has requested that Lenders amend the Credit
Agreement to either waive or amend certain requirements of Company and its
Subsidiaries with respect to the Post-Closing Date Mortgaged Properties:

            NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

            Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

      A. Subsection 2.1A of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (a) of the last paragraph of such
subsection 2.1A, (ii) by deleting the punctuation mark "." at the end of clause
(b) of the last paragraph of such subsection 2.1A and substituting in lieu
thereof "; and", and (iii) adding immediately after clause (b) of such
subsection 2.1A the following paragraph:

      "(c) in no event shall Revolving Loans be made if, at the time of the
      making of the Revolving Loans, Holdings, its Subsidiaries, Company and its
      Domestic Subsidiaries have Cash and Cash Equivalents (minus the total
      amount of payments reasonably expected to be made within three Business
      Days) exceeding $4,000,000 (after giving effect to such Revolving Loans)
      or such other amount as may be approved by Agent in writing."

      B. Subsection 2.10A of the Credit Agreement is hereby amended by deleting
the reference to "150 days" appearing in subsection 2.10A(iii)(c)(1)(II) and
2.10A(iii)(d) and substituting in each case therefor "195 days".

<PAGE>

      C. Subsection 6.10A of the Credit Agreement is hereby amended by adding
the phrase "with such exceptions as described on Schedule 6.10A annexed hereto"
after the phrase "deliver to Agent" at the end of the fifth line of Subsection
6.10A.

      D. Schedule 6.10A annexed to the Credit Agreement is replaced in its
entirety with the Schedule 6.10A attached to this Amendment.

      E. Subsection 6.10F(i) of the Credit Agreement is hereby amended by
deleting the reference to "120 days" and substituting therefor "155 days".

      F. The following is added as a new subsection 6.10G:

            "G. Additional Deliveries for certain Material Leasehold Properties.
      If the leases for any of the following Material Leasehold Properties or
      any of the Material Leasehold Properties listed on Schedule 6.10A for
      which a Landlord Consent and Estoppel was not delivered are renewed or are
      otherwise re-negotiated, Company shall use its commercially reasonable
      efforts to cause (and shall cause its applicable Subsidiaries to use their
      commercially reasonable efforts to cause) the applicable landlords to
      execute and deliver Landlord Consents and Estoppels with respect thereto
      and otherwise consent to the Company's (or its Subsidiary's) delivery of a
      leasehold Mortgage: (i) 15510 Blackburn Avenue, Norwalk, California, (ii)
      13300 Orden Drive, Santa Fe Springs, California, (iii) 2644 Hegan Lane,
      Chico, California, (iv) 3760 Southside Industrial Parkway, Atlanta,
      Georgia, and (v) 5145 West 78th Street, 5105-5155 West 67th Street,
      Indianapolis, Indiana. If a Landlord Consent and Estoppel is so delivered
      or the landlord otherwise consents to a leasehold Mortgage, Company shall
      deliver, and shall cause each applicable Subsidiary to deliver, each of
      the items set forth in Subsection 6.10A as if such Material Leasehold
      Property was a Post-Closing Date Mortgaged Property, provided, however, if
      the Landlord Consent and Estoppel is not able to be obtained and any other
      form of consent to leasehold Mortgage contains matters affecting
      insurability of the leasehold Mortgage, Administrative Agent may modify
      the title insurance delivery requirements in its reasonable discretion."

      G. Subsection 6.12 of the Credit Agreement is hereby amended by deleting
the second paragraph thereof in its entirety and substituting therefor the
following paragraph:

            "Notwithstanding subsection 2.10 or the foregoing paragraph of this
      subsection 6.12, Company shall not be obligated to enter into a Blocked
      Account Agreement with respect to the following Deposit Accounts: 1178
      maintained with First Community Credit Union, 942-901-9522 maintained with
      Fleet Bank, 271050-30011 maintained with Bank of America, 1005039241
      maintained with Firstar, 169-0504400 maintained with Firstar of Northwest
      County, 1036-5617-9787 maintained with US Bank, 103656179779 maintained
      with US Bank, 0032-5164-6420 maintained with Bank of America, 000-880-4
      maintained with First State Bank, 600-361798 maintained with First State
      Bank, 1067977 maintained with Tri Counties Bank, 91524 maintained with
      Amcore Bank, 328270020683 maintained with Key Bank, 5216433779 maintained
      with BB&T North Carolina, 137480 maintained with Darby Bank & Trust,
      137499 maintained with Darby Bank & Trust, 021-844-2366


                                       2
<PAGE>

      maintained with Fulton Bank, 3500720218 maintained with Firstar,
      5590034673 maintained with LaSalle Bank, 5590034707 maintained with
      LaSalle Bank, 5590034715 maintained with LaSalle Bank, 5590034616
      maintained with LaSalle Bank, 6000203892 maintained with Key Bank,
      5590034541 maintained with LaSalle Bank, 5590034574 maintained with
      LaSalle Bank, 5590034673 maintained with LaSalle Bank, 5800283029
      maintained with LaSalle Bank, 5590034582 maintained with LaSalle Bank,
      5590034566 maintained with LaSalle Bank, 5590034590 maintained with
      LaSalle Bank, 5590034608 maintained with LaSalle Bank, 5590034624
      maintained with LaSalle Bank, 5590034632 maintained with LaSalle Bank,
      5590034640 maintained with LaSalle Bank, 5590020185 maintained with
      LaSalle Bank, 5590034657 maintained with LaSalle Bank, 5800283078
      maintained with LaSalle Bank, 5590034699 maintained with LaSalle Bank,
      021-844-2358 with Fulton Bank and any zero-balance or payroll account
      opened after the date hereof; provided, that Company shall, and shall
      cause each of its Subsidiaries to, comply with each of the following
      requirements at all times:

                        (i) Company shall, and shall cause its Subsidiaries to,
            maintain Deposit Account Box 1178 solely as a safety deposit account
            and such Deposit Account shall not at any time receive or hold any
            monies;

                        (ii) Company shall, and shall cause its Subsidiaries to,
            permit deposits into Deposit Account Nos. 942-901-9522, 5590034616
            and 5590034715, which deposits shall be solely comprised of
            insurance proceeds payable to the employees of the Company and its
            Subsidiaries under health insurance policies;

                        (iii) Company shall not, and shall not permit its
            Subsidiaries to, permit the outstanding balance of Deposit Accounts
            No. 137480, and 91524 to exceed $10,000 at any time;

                        (iv) Company shall not, and shall not permit its
            Subsidiaries to, permit the outstanding balance of Deposit Accounts
            Nos. 271050-30011, 1005039241, 600-361798 and 169-0504400 to exceed
            $5,000 at any time;

                        (v) Company shall, and shall cause its Subsidiaries, to
            (A) prevent any deposits from being made into Deposit Account
            Nos.1036-5617-9787 and 103656179779 any time after October 15, 2001
            and (B) close such Deposit Accounts by no later than November 30,
            2001 and provide Agent with satisfactory evidence of same on or
            before such date;

                        (vi) Company shall not, and shall not permit its
            Subsidiaries to, permit (A) Deposit Account No. 6000203892 to
            receive deposits from any Loan Party or any other Person other than
            any deposit to be used solely by the applicable Loan Party for
            payments required to be made by such Loan Party under such Loan
            Party's pension plans within 30 days of such deposit or (B) the
            outstanding balance of such Deposit Account to exceed $100,000 at
            any time;


                                       3
<PAGE>

                        (vii) Company shall not, and shall not permit its
            Subsidiaries to (A) permit Deposit Account Nos. 3500720218,
            5590034673, 5590034707, 1067977, 328270020683, 021-844-2366,
            000-800-4, 5216433779, 137499, 0032-5164-6420, or any additional
            payroll account created after the date hereof, to be used for any
            purpose other than for the payment of payroll expenses of the
            applicable Loan Party or (B) deposit any amounts in such Deposit
            Accounts (including such additional payroll accounts) other than
            payroll expense amounts of the applicable Loan Party required to be
            paid by such Loan Party during the then current monthly or bimonthly
            payroll period (as the case may be) of such applicable Loan Party;
            provided, however, that the balance of all such Deposit Accounts
            (including such additional payroll accounts) collectively shall not
            exceed $2,500,000 at any time; provided, further, that all monies
            deposited into each such Deposit Account (including each such
            additional payroll account) shall be proceeds of the Loans;

                        (viii) Company shall not, and shall not permit it
            Subsidiaries to, (A) permit Deposit Account Nos. 5590034541,
            5590034574, 5590034673, 5800283029, 5590034582, 5590034566,
            5590034590, 5590034608, 5590034624, 5590034632, 5590034640,
            5590020185, 5590034657, 5800283078, 5590034699, or any additional
            zero balance account created after the date hereof, to be used for
            any purpose other than as zero-balance accounts, or (B) permit any
            such Deposit Account (including any such additional zero balance
            accounts) to hold on any day any monies other than monies sufficient
            to reimburse any check or draft presented for payment against such
            account, in the ordinary course of business; provided, however, that
            the balance of each such Deposit Account (including each such
            additional zero balance account) shall be reduced to zero by the end
            of each day; and provided, further, that all monies deposited into
            each such Deposit Account (including each such additional zero
            balance account) shall be proceeds of the Loans; and

                        (ix) Company shall not, and shall not permit its
            Subsidiaries to, permit (A) Deposit Account No. 021-844-2374 to
            receive deposits from any Loan Party or any other Person other than
            any deposit to be used solely by the applicable Loan Party for the
            payment of withholding and other payroll taxes owed by such Loan
            Party pursuant to state or federal law, (B) the outstanding balance
            of such Deposit Account to exceed $200,000.00 at any time."

      H. Subsection 7.17 of the Credit Agreement is hereby amended by deleting
in its entirety and substituting the following in lieu thereof:

      "Except as permitted in subsection 2.10A(iii) and the second paragraph of
      subsection 6.12, Company shall not, and shall not permit any of its
      Domestic Subsidiaries to, maintain any Deposit Account other than (i) Lock
      Box Accounts, (ii) Concentration Accounts, (iii) disbursement accounts
      under the exclusive dominion and control of Agent and (iv) Deposit
      Accounts which are disbursement accounts, the balance of which do not
      exceed at any time $5,000 in such Deposit Account individually and do


4
<PAGE>

      not exceed at any time $100,000 in all such Deposit Accounts collectively
      (including, without limitation, the Deposit Accounts referred to in clause
      (iv) of the second paragraph of subsection 6.12). Except as permitted in
      subsection 2.10A(iii), Company shall not permit Woods or Glit to maintain
      any Deposit Account which is not a Lock Box Account or which is not
      subject to a Blocked Account Agreement."

      I. Exhibit I to the Credit Agreement is hereby amended by deleting said
Exhibit I in its entirety and substituting in place thereof a new Exhibit I in
the form of Annex A to this Amendment.

            Section 2. CONDITIONS TO EFFECTIVENESS

            Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Second
Amendment Effective Date"):

            A. On or before the Second Amendment Effective Date, Company shall
deliver to Lenders (or to Agent for Lenders with sufficient originally executed
copies, where appropriate, for each Lender and its counsel) the following, each,
unless otherwise noted, dated the Second Amendment Effective Date:

            (i) Officer's Certificates of Company, dated a recent date prior to
      the Second Amendment Effective Date, certifying that (a) there has been no
      change in any of the Loan Parties' Organizational Documents from the date
      of the Credit Agreement, and (b) the resolutions adopted by the Board of
      Directors of Company approving and authorizing the execution, delivery,
      and performance of this Amendment are in full force and effect without
      modification or amendment;

            (ii) Signature and incumbency certificates of the officers of
      Company executing this Amendment; and

            (iii) Ten (10) executed copies of this Amendment executed by Company
      and each Credit Support Party.

            B. On or before the Second Amendment Effective Date, Requisite
Lenders shall deliver to Agent copies of this Amendment executed by Requisite
Lenders.

            Section 3. REPRESENTATIONS AND WARRANTIES

            In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:

            A. Corporate Power and Authority. Each Loan Party has all requisite
corporate or other entity power and authority to enter into this Amendment and
to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Amendment (the "Amended
Agreement").


                                       5
<PAGE>

            B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate or other entity action on the part of each Loan
Party.

            C. No Conflict. The execution, delivery and performance by each Loan
Party of this Amendment and the performance by such Loan Party of the Amended
Agreement do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to the Loan Parties, the
Organizational Documents of the Loan Parties or any order, judgment or decree of
any court or other Government Authority binding on the Loan Parties, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of the Loan Parties,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Loan Parties (other than Liens created under any of
the Loan Documents in favor of Agent on behalf of Lenders), or (iv) require any
approval of members or stockholders or any approval or consent of any Person
under any Contractual Obligation of the Loan Parties, except for such approvals
or consents which will be obtained on or before the Second Amendment Effective
Date and disclosed in writing to Lenders.

            D. Governmental Consents. The execution, delivery and performance by
the Loan Parties of this Amendment and the performance by Loan Parties of the
Amended Agreement do not and will not require any Governmental Authorization.

            E. Binding Obligation. This Amendment has been duly executed and
delivered by the Loan Parties and this Amendment and the Amended Agreement are
the legally valid and binding obligations of the Loan Parties, enforceable
against the Loan Parties in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.

            F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

            G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.

            Section 4. ACKNOWLEDGEMENT AND CONSENT

            Holdings and each of the Subsidiary Guarantors is a party to certain
of the Holdings Guaranty and Subsidiary Guaranty and the Collateral Documents
and Company is a party to certain of the Collateral Documents. Company, Holdings
and each of the Subsidiary Guarantors are collectively referred to herein as the
"Credit Support Parties," and the


                                       6
<PAGE>

Guaranties and Collateral Documents are collectively referred to herein as the
"Credit Support Documents."

            Each Credit Support Party hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this Amendment and consents
to the amendment of the Credit Agreement effected pursuant to this Amendment.
Each Credit Support Party hereby confirms that each Credit Support Document to
which it is a party or otherwise bound and all Collateral encumbered thereby
will continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.

            Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Second Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.

            Each Credit Support Party (other than Company) acknowledges and
agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Amendment, such Credit Support Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected pursuant to this Amendment, and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.

            Section 5. MISCELLANEOUS

            A. Reference to and Effect on the Credit Agreement and the Other
Loan Documents.

            (i) On and after the Second Amendment Effective Date, each reference
      in the Credit Agreement to "this Agreement", "hereunder", "hereof",
      "herein" or words of like import referring to the Credit Agreement, and
      each reference in the other Loan Documents to the "Credit Agreement",
      "thereunder", "thereof" or words of like import referring to the Credit
      Agreement shall mean and be a reference to the Amended Agreement.


                                       7
<PAGE>

            (ii) Except as specifically amended by this Amendment, the Credit
      Agreement and the other Loan Documents shall remain in full force and
      effect and are hereby ratified and confirmed.

            (iii) The execution, delivery and performance of this Amendment
      shall not, except as expressly provided herein, constitute a waiver of any
      provision of, or operate as a waiver of any right, power or remedy of
      Agent or any Lender under, the Credit Agreement or any of the other Loan
      Documents.

            B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.

            C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

            D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.

            E. Change of Notice Address under each of the Loan Documents. Agent
hereby notifies Company and each Lender that its notice address under each of
the Loan Documents shall be Bankers Trust Company, Bankers Trust Company, 31 W.
52nd Street, 25th Floor, New York, New York 10019, Attention: Sam Cardone,
Facsimile No.: (646) 324-7808. Company and its Subsidiaries hereby notify Agent
and each Lender that their notice address under each of the Loan Documents shall
be c/o Katy Industries, Inc., 984 Southford Road, Suite 4, PO Box 360,
Middlebury, CT 06762, Attn: Amir Rosenthal, Facsimile No.: (203) 598-0712.

            F. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Company and Requisite Lenders and each of the Credit Support Parties
and receipt by Company and Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]


                                       8
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                         KATY INDUSTRIES, INC.

                                         By:
                                            ------------------------------------
                                             Name: Robert Baratta
                                             Title: President


                                        KKTY HOLDING COMPANY, L.L.C. (for
                                        purposes of Section 4 only) as a Credit
                                        Support Party

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        EACH OF THE ENTITIES LISTED ON SCHEDULE
                                        A ANNEXED HERETO

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:                    , on behalf
                                                 of each of the entities listed
                                                 on Schedule A annexed hereto
                                                 (for purposes of Section
                                                 4 only) as a Credit Support
                                                 Party


                                      S-1
<PAGE>

                                         BANKERS TRUST COMPANY,
                                         Individually and as Agent

                                         By:
                                            ------------------------------------
                                            Name: Sebastiano A. Cardone
                                            Title: Director


                                      S-2
<PAGE>

                                         FIRSTAR BANK N.A.,
                                         as a Lender

                                         By:
                                            ------------------------------------
                                                 Name:
                                                 Title:


                                      S-3
<PAGE>

                                        THE PROVIDENT BANK,
                                        as a Lender


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      S-4
<PAGE>

                                        FOOTHILL CAPITAL CORPORATION,
                                        as a Lender

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      S-5
<PAGE>

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as a Lender


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      S-6
<PAGE>

                                        GMAC COMMERCIAL CREDIT L.L.C.,
                                        as a Lender


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      S-7
<PAGE>

                                        UPS CAPITAL CORPORATION,
                                        as a Lender


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      S-8
<PAGE>

                                        DEUTSCHE BANK, AG,  New York Branch
                                        as an Issuing Lender


                                        By:
                                           -------------------------------------
                                           Name:  Sebastiano A. Cardone
                                           Title:  Director


                                      S-9
<PAGE>

                                   SCHEDULE A

                              SUBSIDIARY GUARANTORS

<PAGE>

                                 SCHEDULE 6.10A

1.    305 Rock Industrial Park, Bridgeton, Missouri
      -     Delivery of a Landlord Consent and Estoppel not required

2.    333 Rock Industrial Park, Bridgeton, Missouri
      -     Delivery of a Landlord Consent and Estoppel not required

3.    105-123 Byassee, Hazelwood, Missouri

4.    13330 Lakefront, Earth City, Missouri
      -     Delivery of a Landlord Consent and Estoppel not required

5.    1067-1083 North Warson Road, St. Louis, Missouri

6.    1105-1151 North Warson Road, St. Louis, Missouri

7.    1895 Brannan Road, McDonough, Georgia
      -     Post-Closing Date Mortgage Policy to be issued and all of the
            requirements related thereto to be satisfied on or before December
            31, 2001

8.    250 Canal Street, Lawrence, Massachusetts
      -     Landlord Consent and Estoppel in the form required by the Credit
            Agreement not required
      -     Post-Closing Date Mortgage to be recorded on or before December 31,
            2001 (leasehold interest must become a Recorded Leasehold Interest)
      -     Post-Closing Date Mortgage Policy to be issued and all of the
            requirements related thereto to be satisfied on or before December
            31, 2001

9.    3760 Southside Industrial Parkway, Atlanta, Georgia
      -     Company and its applicable Subsidiary shall use their commercially
            reasonable efforts to cause the deliveries required to be made under
            Subsection 6.10A of the Credit Agreement to be delivered on or
            before January 15, 2002

10.   5145 West 78th Street, 5105-5155 West 78th Street, Indianapolis, Indiana
      -     Company and its applicable Subsidiary shall use their commercially
            reasonable efforts to cause the deliveries required to be made under
            Subsection 6.10A of the Credit Agreement to be delivered on or
            before January 15, 2002

11.   121 N. Meridian Street, Jasonville, Indiana

12.   700 South Commercial Street, Worthington, Indiana

13.   510 Third Avenue S.W., Carmel, Indiana
      -     Post-Closing Date Mortgage to be recorded on or before January 31,
            2002

<PAGE>

      -     Post-Closing Date Mortgage Policy to be issued and all of the
            requirements related thereto to be satisfied on or before January
            31, 2002

14.   511 and 525 Third Avenue S.W., Carmel, Indiana
      -     Post-Closing Date Mortgage to be recorded on or before January 31,
            2002
      -     Post-Closing Date Mortgage Policy to be issued and all of the
            requirements related thereto to be satisfied on or before January
            31, 2002


                                      S-2
<PAGE>

                                     ANNEX A

                                    EXHIBIT I

                          [FORM OF NOTICE OF BORROWING]

                               NOTICE OF BORROWING

      Pursuant to that certain Credit Agreement dated as of June 28, 2001, as
amended, supplemented or otherwise modified to the date hereof (said Credit
Agreement, as so amended, supplemented or otherwise modified, being the "Credit
Agreement", the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among Katy Industries, Inc., a Delaware
corporation ("Company"), the financial institutions listed therein as Lenders
("Lenders"), and Bankers Trust Company ("BTCo"), as agent for the Lenders (in
such capacity, "Agent"), this represents Company's request to borrow as follows:

      a.    Date of borrowing: ___________________, _________

      b.    Amount of borrowing:        $___________________

      c.    Type of Loans:           |_| a.  Term Loans
                                     |_| b.  Revolving Loans

      d.    Interest rate option:    |_| a.  Base Rate Loan(s)
                                     |_| b.  Eurodollar Rate Loans with an
                                             initial Interest Period
                                             of ____________ month(s)

The proceeds of such Loans are to be deposited in Company's account at the
Funding and Payment Office.

            The undersigned officer, to the best of his or her knowledge, and
Company certify that:

            (i) The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete in all
material respects on and as of the date hereof to the same extent as though made
on and as of the date hereof, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date; provided, that where a representation
and warranty is already qualified as to materiality, such materiality qualifier
shall be disregarded for purposes of this certification;

            (ii) No event has occurred and is continuing or would result from
the consummation of the borrowing contemplated hereby that would constitute an
Event of Default or a Potential Event of Default;

<PAGE>

            (iii) Each Loan Party has performed in all material respects all
agreements and satisfied all conditions which the Credit Agreement provides
shall be performed or satisfied by it on or before the date hereof;

            (iv) After giving effect to the requested Revolving Loans, (a) the
Total Utilization of Revolving Loan Commitments will not exceed the Revolving
Loan Commitments then in effect, (b) the Total Utilization of Revolving Loan
Commitments will not exceed the Revolving Borrowing Base then in effect, (c) the
aggregate principal amount outstanding under the Woods Subsidiary Note is
$_______, and (d) the aggregate principal amount outstanding under the Glit
Subsidiary Note is $______ ; [and]

            (v) As of the date hereof and as of the date of the proposed
borrowing, Holdings, Company and their respective Subsidiaries do not, and will
not, have Cash and Cash Equivalents (minus the total amount of payments
reasonably expected to be made within three Business Days) in excess of
$4,000,000 (after giving pro forma effect to the proposed Revolving Loans) or
such other amount as has been approved by Agent in writing[.][; and]

            [(vi) After giving effect to the requested Term Loans, the Term
Loans will not exceed the Term Borrowing Base then in effect.](1)

DATED: ____________________                KATY INDUSTRIES, INC.

                                           By:__________________________
                                           Title:_______________________

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(1)   Applicable only on the Closing Date.


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