Exhibit 10.2

                               FOURTH AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

      THIS FOURTH  AMENDMENT TO AMENDED AND  RESTATED  LOAN  AGREEMENT  ("Fourth
Amendment") is made as of this 8th day of June, 2005, by and among FLEET CAPITAL
CORPORATION  ("Fleet"),  a Rhode Island  corporation with an office at One South
Wacker Drive, Suite 3400, Chicago,  Illinois 60606, individually as a Lender and
as Agent  ("Agent") for itself and any other financial  institution  which is or
becomes a party hereto (each such financial  institution,  including  Fleet,  is
referred to  hereinafter  individually  as a "Lender"  and  collectively  as the
"Lenders"),  the CANADIAN PARTICIPANTS party hereto, the U.K. PARTICIPANTS party
hereto,  FLEET CAPITAL GLOBAL  FINANCE,  INC.,  individually  as a Lender and as
Canadian Agent  ("Canadian  Agent"),  BANK OF AMERICA,  N.A.,  London branch (as
successor-in-interest   to  Fleet  National  Bank,  London  branch,  trading  as
FleetBoston  Financial),  individually  as a  Lender  and as U.K.  Agent  ("U.K.
Agent"), WELLS FARGO FOOTHILL,  LLC, as Syndication Agent, LASALLE BANK NATIONAL
ASSOCIATION,  as  Documentation  Agent, the LENDERS,  KATY  INDUSTRIES,  INC., a
Delaware  corporation,  with its chief  executive  office and principal place of
business at 765 Straits  Turnpike,  Suite 2000,  Middlebury,  Connecticut  06762
("Katy"  or  "U.S.  Borrower"),  WOODS  INDUSTRIES  (CANADA)  INC.,  a  Canadian
corporation  with its chief executive  office and principal place of business at
375 Kennedy  Road,  Scarborough,  Ontario M1K 2A3 ("Woods  Canada" or  "Canadian
Borrower") and CEH LIMITED ("CEH" or "U.K. Borrower"), a private limited company
incorporated under the laws of England and Wales and registered with Company No.
4992300 whose  registered  office is Cardrew Way,  Redruth  Cornwall,  TR15 1ST,
England.  Katy,  Woods  Canada and CEH are  sometimes  hereinafter  referred  to
individually as a "Borrower" and collectively as "Borrowers."

                              W I T N E S S E T H:

      WHEREAS,  Agent,  Lenders,   Canadian  Participants,   U.K.  Participants,
Canadian  Agent,  U.K.  Agent and Borrowers  entered into a certain  Amended and
Restated Loan Agreement dated as of April 20, 2004 as amended by a certain First
Amendment  to Amended and  Restated  Loan  Agreement  dated June 29, 2004 by and
among Agents,  Lenders and Borrowers,  by a certain Second  Amendment to Amended
and  Restated  Loan and  Security  Agreement  dated  March 29, 2005 by and among
Agent,  Lenders and Borrowers  and by a certain  Third  Amendment to Amended and
Restated  Loan and Security  Agreement  dated April 13, 2005 by and among Agent,
Lenders  and  Borrowers  (said Loan  Agreement,  as so amended,  is  hereinafter
referred to as the "Loan Agreement"); and

      WHEREAS,  Borrowers  desire to amend and modify certain  provisions of the
Loan Agreement pursuant to the terms and conditions hereof;

      WHEREAS,  subject  to the terms and  conditions  hereof,  Agent,  Lenders,
Canadian  Participants,  U.K.  Participants,  U.K.  Agent and Canadian Agent are
willing to so amend and modify the Loan Agreement; and

<PAGE>

      NOW THEREFORE,  in consideration of the premises, the mutual covenants and
agreements  herein  contained,  and any extension of credit  heretofore,  now or
hereafter  made by Agent and Lenders to  Borrowers,  the parties  hereto  hereby
agree as follows:

1.    Definitions.  All capitalized  terms used herein without  definition shall
      have the meanings given to them in the Loan Agreement.

2.    Total Money  Borrowed.  Subsection  7.2.3 of the Loan  Agreement is hereby
      deleted and the following is inserted in its stead:

            "7.2.3 Total Money Borrowed.  Create,  incur,  assume,  or suffer to
      exist, or permit any Subsidiary of Borrower to create,  incur or suffer to
      exist, any Money Borrowed, except:

                  (i)  Obligations  owing  to  Agent or any  Lender  under  this
            Agreement or any of the other Loan Documents;

                  (ii) Money Borrowed, including without limitation Subordinated
            Debt,  existing on the date of this  Agreement and listed on Exhibit
            7.2.3;

                  (iii) Permitted Purchase Money Borrowed;

                  (iv) Guaranties of any Money Borrowed permitted hereunder;

                  (v) Money Borrowed in respect of intercompany  loans permitted
            under subsection 7.2.2(v), (vi) and (vii);

                  (vi)  Obligations  to  pay  Rentals  permitted  by  subsection
            7.2.18;

                  (vii) Second Lien Debt;

                  (viii)   unsecured  Money  Borrowed  in  connection  with  the
            financing of insurance premiums;  provided that the aggregate amount
            of any such Money  Borrowed  does not exceed,  at any point in time,
            $2,000,000; and

                  (ix) Money  Borrowed  not included in  paragraphs  (1) through
            (viii)  above which does not exceed at any time,  in the  aggregate,
            the sum of $500,000."

3.    Condition Precedent. This Fourth Amendment shall become effective upon the
      execution  and  delivery of this Fourth  Amendment  by each of  Borrowers,
      Agent and Majority Lenders.  The date on which such condition precedent is
      satisfied shall be referred to as the "Fourth Amendment Effective Date."

4.    Continuing  Effect.  Except as otherwise  specifically set out herein, the
      provisions of the Loan Agreement shall remain in full force and effect.

5.    Governing Law. This Fourth Amendment and the obligations arising hereunder
      shall be governed by, and construed and enforced in accordance  with,  the
      laws of the State of


                                       2
<PAGE>

      Illinois applicable to contracts made and performed in such state, without
      regard to the principles thereof regarding conflicts of laws.

6.    Counterparts.  This  Fourth  Amendment  may be  executed  in any number of
      separate counterparts,  each of which shall,  collectively and separately,
      constitute one agreement.

                            (Signature Page Follows)


                                       3
<PAGE>

             (Signature Page to Fourth Amendment to Loan Agreement)

      IN WITNESS  WHEREOF,  this Fourth  Amendment has been duly executed on the
day and year specified at the beginning of this Fourth Amendment.


                                  KATY INDUSTRIES, INC.


                                  By:  /s/ Amir Rosenthal
                                       -----------------------------------
                                       Name:  Amir Rosenthal
                                       Title: Vice President and CFO

<PAGE>

                                  CEH LIMITED


                                  By:  /s/ Christopher W. Anderson
                                     ----------------------------------
                                       Name: Christopher W. Anderson
                                       Title: Director

                                  and


                                  By:  /s/ Christopher Lacovara
                                     ----------------------------------
                                       Name: Christopher Lacovara
                                       Title: Director

<PAGE>

                                  WOODS INDUSTRIES (CANADA) INC.


                                  By:  /s/ Amir Rosenthal
                                     ----------------------------------
                                       Name:  Amir Rosenthal
                                       Title: Secretary


<PAGE>

                                  FLEET CAPITAL CORPORATION,
                                    as Agent and as a Lender


                                  By:  /s/ Jason Riley
                                     ----------------------------------
                                       Name:  Jason Riley
                                       Title: Vice-President


<PAGE>

                                  WELLS FARGO FOOTHILL LLC,
                                  as Syndication Agent and Lender


                                  By:  /s/ Lan Wong
                                     ----------------------------------
                                       Name:  Lan Wong
                                       Title: Vice-President

<PAGE>

                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Documentation Agent and as a Lender


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


<PAGE>

                                  UPS CAPITAL CORPORATION, as a Lender


                                  By:  /s/ John P. Holloway
                                       ---------------------------------------
                                       Name:  John P. Holloway
                                       Title: Director of Portfolio Management

<PAGE>

                                  BANK OF AMERICA, N.A., London branch,
                                  as U.K. Agent and U.K. Lender

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

<PAGE>

                                  FLEET CAPITAL GLOBAL FINANCE, INC.,
                                  as Canadian Agent and Canadian Lender


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

<PAGE>

      Accepted and Agreed to this 8th day of June, 2005.

                                  GUARANTORS:

                                  KKTY HOLDING COMPANY, L.L.C.

                                  By: /s/ Christopher W. Anderson
                                     ----------------------------------------
                                       Name: Christopher W. Anderson
                                       Title: Authorized Manager


                                  AMERICAN GAGE & MACHINE CO.

                                  By: /s/ Amir Rosenthal
                                     ----------------------------------------
                                       Name: Amir Rosenthal
                                       Title: Secretary


                                  CONTINENTAL COMMERCIAL PRODUCTS, LLC

                                  By:  /s/ Amir Rosenthal
                                     ----------------------------------------
                                       Name: Amir Rosenthal
                                       Title: Secretary


                                  PTR MACHINE CORP.

                                  By:  /s/ Amir Rosenthal
                                     ----------------------------------------
                                       Name: Amir Rosenthal
                                       Title: Secretary


                                  SAVANNAH ENERGY SYSTEMS COMPANY

                                  By:  /s/ Amir Rosenthal
                                     ----------------------------------------
                                       Name: Amir Rosenthal
                                       Title: Secretary


                                  WOODS INDUSTRIES, INC.

                                  By:  /s/ Amir Rosenthal
                                     ----------------------------------------
                                       Name: Amir Rosenthal
                                       Title: Secretary