Exhibit 10.3

                                 FIFTH AMENDMENT
                     TO AMENDED AND RESTATED LOAN AGREEMENT

      THIS FIFTH  AMENDMENT  TO AMENDED  AND  RESTATED  LOAN  AGREEMENT  ("Fifth
Amendment")  is made as of this 4th day of  August,  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,  by a certain Third Amendment to Amended and
Restated Loan and Security  Agreement  dated April 13, 2005, by and among Agent,
Lenders and Borrowers and by a certain Fourth  Amendment to Amended and Restated
Loan and  Security  Agreement  dated June 8, 2005 (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.    WIN  Acquisition.  Agent and Majority  Lenders  consent to the acquisition
      (the "WIN  Acquisition") by a Borrower of all or substantially  all of the
      assets of Washington International Non-Wovens,  LLC ("WIN") so long as (x)
      after giving effect to the  consummation of such acquisition no Default or
      Event of Default will exist and be  continuing,  (y) such  acquisition  is
      consummated  pursuant  to a  purchase  and sale or similar  agreement  and
      related  documents,  which  true and  correct  copies  of which  have been
      delivered to Agent and its counsel, and which are reasonably  satisfactory
      to Agent and its counsel,  (z) the total cash  purchase  price  payable by
      Borrowers with respect to such acquisition, plus assumed Indebtedness does
      not  exceed  $2,350,000,  plus  related  usual and  customary  acquisition
      expenses,  (aa) Borrowers  assume no  Indebtedness in connection with such
      acquisition  other than total accounts  payable and accrued  expenses,  in
      each case not aged more than as provided  by good  business  practice  and
      industry custom and Money Borrowed to the extent  permitted by clause (ix)
      of  Subsection  7.2.3 and (bb) if Katy creates a new  Subsidiary to effect
      such  acquisition,  such Subsidiary  shall execute a joinder  agreement in
      form and substance reasonably  acceptable to Agent whereby such Subsidiary
      shall become an additional Borrower hereunder.

3.    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;


                                       2
<PAGE>

                  (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;

                  (ix)  unsecured  Money  Borrowed  owed from WIN to Farmers and
            Merchants Bank assumed by CCP in connection with the consummation of
            the WIN Acquisition (as defined in Section 2 of the Fifth Amendment)
            so long as the  aggregate  principal  amount of such Money  Borrowed
            does not exceed $620,000; and

                  (x) Money Borrowed not included in paragraphs (i) through (ix)
            above,  which does not  exceed at any time,  in the  aggregate,  the
            greater of (x) $150,000 and (y) the excess, if any, of $500,000 over
            the amount of unsecured Money Borrower owing from CCP to Farmers and
            Merchants Bank permitted to be incurred by clause (ix) above."

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

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

6.    Governing Law. This Fifth Amendment and the obligations  arising hereunder
      shall be governed by, and construed and enforced in accordance  with,  the
      laws of the State of Illinois  applicable to contracts  made and performed
      in  such  state,  without  regard  to  the  principles  thereof  regarding
      conflicts of laws.

7.    Counterparts.  This  Fifth  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 Fifth Amendment to Loan Agreement)

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

                                  KATY INDUSTRIES, INC.


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

<PAGE>

                                  CEH LIMITED


                                  By: /s/ Anthony T. Castor III
                                     ------------------------------------
                                      Name: Anthony T. Castor III
                                      Title: Director

                                  and


                                  By: /s/ Christopher W. Anderson
                                     ------------------------------------
                                      Name: Christopher W. Anderson
                                      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: /s/ Mark Mital
                                     ------------------------------------
                                      Name: Mark Mital
                                      Title: First Vice-President

<PAGE>

                                  UPS CAPITAL CORPORATION, as a Lender


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

<PAGE>

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


                                  By: /s/ Carmen Bernardis
                                     ------------------------------------
                                      Name: Carmen Bernardis
                                      Title: Senior Vice-President

<PAGE>

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

                                  By: /s/ Mark Adkins
                                     ------------------------------------
                                      Name: Mark Adkins
                                      Title: Vice-President

<PAGE>

         Accepted and Agreed to this 4th day of August, 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