Exhibit 10.4

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                              KATY INDUSTRIES, INC.
                       2005 CHIEF EXECUTIVE OFFICER'S PLAN
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                                    ARTICLE I

                                   DEFINITIONS

      Terms used herein and not otherwise defined shall have the meaning set
forth in the Agreement.

      1.1 "Administrator" means the Committee.

      1.2 "Affiliate" means any subsidiary or parent corporation (within the
meaning of Section 424 of the Code) of the Company.

      1.3 "Agreement" means a written agreement (including any amendment or
supplement thereto) between the Company and the Participant specifying the terms
and conditions of an Option granted to such Participant.

      1.4 "Board" means the Board of Directors of the Company.

      1.5 "Cause" means (i) Participant's willful and repeated failure to comply
with the reasonable and lawful directives of the Board that is not cured within
ten (10) days of notice of such failure being provided by the Company; (ii) any
criminal act or act of dishonesty, disloyalty, negligence, misconduct or moral
turpitude by Participant that is materially injurious to the property,
operations, business or reputation of the Company or any Subsidiary, or (iii)
Participant's material breach of any confidentiality or non-compete obligation,
with the Company or any Subsidiary. A termination for "Cause" shall be
determined by the Board.

      1.6 "Change in Control" of the Company means, and shall be deemed to have
occurred upon, any of the following events:

      (a)   a sale of 100% of the Company's outstanding capital stock;

      (b)   a sale of all or substantially all of the Company's operating
            subsidiaries or assets; or

      (c)   a transaction or transactions in which any third party acquires
            stock of the Company in an amount greater than that held by Kohlberg
            & Co., L.L.C. ("Kohlberg") and in which Kohlberg relinquishes
            control of the Board;

      1.7 "Code" means the Internal Revenue Code of 1986, and any amendments
thereto.

      1.8 "Committee" means the Compensation Committee of the Board.

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      1.9 "Common Stock" means the common stock of the Company.

      1.10 "Company" means Katy Industries, Inc.

      1.11 "Employment Agreement" means the Employment Agreement between the
Company and the Participant dated as of June 1, 2005.

      1.12 "Option" means a stock option that entitles the holder to purchase
from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.

      1.13 "Participant" means Anthony T. Castor III.

      1.14 "Plan" means the Katy Industries, Inc. 2005 Chief Executive Officer's
Plan.

      1.15 "Termination Event" shall have the meaning set forth in Article VII.

                                   ARTICLE II
                                    PURPOSES

      The Plan is  intended to induce the  Participant  to become an employee of
the Company by enabling the  Participant to participate in the future success of
the Company and its  Affiliates and to associate his interests with those of the
Company and its shareholders. The proceeds received by the Company from the sale
of Common  Stock  pursuant  to this  Plan  shall be used for  general  corporate
purposes.

                                   ARTICLE III
                                 ADMINISTRATION

      The Plan shall be administered by the Administrator.  Notwithstanding  any
such conditions,  the Administrator may, in its discretion,  accelerate the time
at which any Option may be exercised.  In addition, the Administrator shall have
complete  authority to interpret  all  provisions of this Plan; to prescribe the
form  of  Agreements;  to  adopt,  amend,  and  rescind  rules  and  regulations
pertaining  to  the   administration   of  the  Plan;  and  to  make  all  other
determinations  necessary or advisable for the  administration of this Plan. The
express grant in the Plan of any specific power to the  Administrator  shall not
be  construed  as limiting  any power or  authority  of the  Administrator.  Any
decision made, or action taken, by the  Administrator  or in connection with the
administration  of  this  Plan  shall  be  final  and  conclusive.  Neither  the
Administrator  nor any member of the Committee  shall be liable for any act done
in good  faith  with  respect  to this Plan or any  Option or Stock  Award.  All
expenses of administering this Plan shall be borne by the Company.

                                   ARTICLE IV
                              STOCK SUBJECT TO PLAN

      4.1 Shares Issued.  Upon the award of shares of Common Stock pursuant to a
Stock Award,  the Company may issue  shares of Common Stock from its  authorized
but  unissued  Common  Stock.  Upon the  exercise  of any Option the Company may
deliver to the  Participant


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(or the  Participant's  broker if the Participant so directs),  shares of Common
Stock from its authorized but unissued Common Stock.

      4.2  Aggregate  Limit.  The maximum  aggregate  number of shares of Common
Stock that may be issued under this Plan  pursuant to the exercise of Options is
1,500,000  shares.  The  maximum  aggregate  number of shares that may be issued
under this Plan shall be subject to adjustment as provided in Article VI.

                                    ARTICLE V
                                     OPTIONS

      5.1 Award. The  Administrator  will specify the number of shares of Common
Stock to be  covered  by an award of an  Option.  The  Administrator  shall also
determine  the  vesting  schedule  for  such  Options,  which  may be  based  on
performance measures deemed appropriate by the Administrator.

      5.2 Option  Price.  The price per share for Common Stock  purchased on the
exercise of an Option shall be  determined by the  Administrator  on the date of
grant.

      5.3 Payment.  Unless otherwise  provided by the Agreement,  payment of the
Option  price  shall  be made in cash  or a cash  equivalent  acceptable  to the
Administrator.  If the Agreement provides,  payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company that the
Participant has held for at least six months. If Common Stock is used to pay all
or part of the Option  price,  the sum of the cash and cash  equivalent  and the
fair market value  (determined  as of the day preceding the date of exercise) of
the shares  surrendered must not be less than the Option price of the shares for
which the Option is being exercised.

                                   ARTICLE VI
                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

      The maximum number of shares as to which Options may be granted under this
Plan, the terms of outstanding  Options,  and the per individual  limitations on
the number of shares or for which  Options may be granted,  shall be adjusted as
the Committee shall determine to be equitably required in the event that (a) the
Company (i) effects one or more stock dividends,  stock split-ups,  subdivisions
or  consolidations  of shares or (ii) engages in a transaction  to which Section
424 of the Code  applies  or (b) there  occurs  any other  event  which,  in the
judgment of the Committee necessitates such action. Any determination made under
this Article VI by the Committee shall be final and conclusive.

                                   ARTICLE VII
                           EFFECT OF CHANGE OF CONTROL

      In the  event  of a  Change  in  Control,  unless  otherwise  specifically
prohibited by applicable  laws, or by the rules and regulations of any governing
agency or national  securities


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exchange,  any outstanding  Options shall become  immediately  exercisable,  and
shall remain exercisable throughout their entire term. The Common Stock issuable
upon exercise of the Option shall be subject to  adjustment  in accordance  with
Article VI hereof in the event of any changes  affecting  the Common  Stock as a
result of such Change in Control.

      Notwithstanding  anything to the contrary set forth in the Agreement,  the
provisions of this Article VII shall not apply to the  Participant  if, prior to
the date on which a Change in Control  takes place (i) the Option ceases to vest
for any reason, or (ii) the Participant  ceases to serve in his current position
with the Company.  Otherwise,  the provisions of this Article VII shall apply to
Participant.

                                  ARTICLE VIII
                                    AMENDMENT

      The Board may amend or  terminate  this Plan from time to time;  provided,
however,  that no amendment may become effective until  shareholder  approval is
obtained if (i) the amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan, (ii) the amendment changes the class of
individuals  eligible to become  Participants or (iii) the amendment  materially
increases the benefits that may be provided under the Plan. No amendment  shall,
without  the  Participant's  consent,   adversely  affect  any  rights  of  such
Participant under any Option outstanding at the time such amendment is made.

                                   ARTICLE IX
                               GENERAL PROVISIONS

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

            For  purposes of this Plan, a transfer of  Participant's  employment
between the  Company and a  Subsidiary,  or between  Subsidiaries,  shall not be
deemed to be a termination  of employment.  Upon such a transfer,  the Committee
may make such  adjustments  to  outstanding  Awards as it deems  appropriate  to
reflect the changed reporting relationships.

      9.2 Tax  Withholding.  The  Company  shall have the power and the right to
deduct or withhold,  or require  Participant to remit to the Company,  an amount
sufficient  to satisfy  Federal,  state and local  taxes,  domestic  or foreign,
required by law or  regulation  to be withheld with respect to any taxable event
arising as a result of this Plan.

      9.3 Share  Withholding.  With  respect to  withholding  required  upon the
exercise  of  Options  or upon any other  taxable  event  arising as a result of
Awards granted hereunder,  Participant may elect, subject to the approval of the
Committee,  to satisfy  the  withholding  requirement,  in whole or in part,  by
having the Company  withhold  Shares  having a Fair Market Value on the date the
tax is to be determined equal to the minimum  statutory total tax which could be
imposed on the  transaction.  All such elections shall be  irrevocable,  made in
writing,


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signed  by  the  Participant,  and  shall  be  subject  to any  restrictions  or
limitations that the Committee, in its sole discretion, deems appropriate.

      9.4  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.

      9.5  Securities  Law and Tax Law  Compliance.  With  respect to  insiders,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its  successors  under the 1934 Act and Code Section
162(m). To the extent any provision of the Plan or action by the Committee fails
to so comply,  it shall be deemed null and void, to the extent  permitted by law
and deemed advisable by the Committee.

      9.6 Governing  Law. To the extent not pre-empted by Federal law, the Plan,
and all agreements  hereunder,  shall be construed in accordance and governed by
the laws of the State of Delaware.


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