THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of November 18, 1999, is entered into between KATY
INDUSTRIES, INC., a Delaware corporation (the "Company"), the several
financial institutions party to the Credit Agreement referred to below
(the "Banks"), and Bank of America, N.A. (formerly known as Bank of America
National Trust and Savings Association), as letter of credit issuing bank
and as administrative agent for the Banks (the "Agent").


                                  RECITALS
  WHEREAS, the Company, the Banks, and the Agent are parties to the Amended
and Restated Credit Agreement dated as of December 11, 1998 (the "Credit
Agreement"), pursuant to which the Banks have extended certain credit
facilities to the Company; and

  WHEREAS, the Company, the Banks, and the Agent now hereby wish to amend
the Credit Agreement in certain respects, all as set forth in greater
detail below;

  NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:

        1. Defined Terms.  Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Credit Agreement.

        2. Amendments to Credit Agreement.

             (a) Amendments to Section 1.01.  Section 1.01 of the Credit
Agreement is hereby amended as follows:

                (i) The definition of "Applicable Margin" is amended by
        deleting the table therein in its entirety and replacing it with the
        following:



 Pricing      Pricing Ratio                 Facility A          Facility B
  Level       at End of                  Applicable Margin   Applicable Margin
              Fiscal Quarter

                                    Offshore  Base Rate    Offshore  Base Rate
                                   Rate Loans   Loans     Rate Loans   Loans


   I           Less Than             0.775%    0.000%      0.750%      0.000%
               1.00 to 1.00


   II          Greater than          0.975%    0.000%      0.950%      0.000%
               or equal to
               1.00 to 1.00
               but less than
               1.75 to 1.00



   III         Greater than          1.175%    0.000%      1.150%      0.000%
               or equal to
               1.75 to 1.00
               but less than
               2.25 to 1.00


   IV.         Greater than          1.400%    0.000%      1.375%      0.000%
               or equal to
               2.25 to 1.00
               but less than
               2.75 to 1.00


   V.          Greater than          1.625%    0.375%      1.600%      0.375%
               or equal to
               2.75 to 1.00
               but less than
               3.25 to 1.00


   VI.         Greater than          1.900%    0.750%      1.875%      0.750%
               or equal to
               3.25 to 1.00



                (ii) The definition of "Facility A Revolving Termination Date"
        is amended to delete the date "December 10, 1999" and replace it with
        the date "December 9, 2000".

                (iii) The definition of "Electrical/Electronic Group" is
        amended by deleting it in its entirety and replacing it with the
        following:

                        "Electrical/Electronic Group" means lines of
                business operated as of November 18, 1999, by the following
                Subsidiaries and assets associated therewith: (i) GC/Waldom
                Electronics, Inc. and its Subsidiaries Katy International,
                Inc. (formerly known as HMO, Inc.) and GC Thorsen
                International Ltd., (ii) Woods Industries, Inc., (iii)
                Woods Industries (Canada), Inc., and (iv) Thorsen Tools,
                Inc.

                (iv) The definition of "Facility Fee Percentage" is amended
        by deleting the table therein in its entirety and replacing it with
        the following:





 Pricing      Pricing Ratio                 Facility A          Facility B
  Level       at End of                    Facility Fee        Facility Fee
              Fiscal Quarter


  I           Less Than 1.00 to 1.00         0.225%               0.250%

  II          Greater than or equal to       0.275%               0.300%
              1.00 to 1.00 but less
              than 1.75 to 1.00

  III         Greater than or equal to       0.325%               0.350%
              1.75 to 1.00 but less
              than 2.25 to 1.00


  IV.         Greater than or equal to       0.350%               0.375%
              2.25 to 1.00 but less
              than 2.75 to 1.00


  V.          Greater than or equal to       0.375%               0.400%
              2.75 to 1.00 but less
              than 3.25 to 1.00


  VI.         Greater than or equal to       0.475%               0.50%
              3.25 to 1.00



                (v) The following new definitions shall be inserted in the
        Credit Agreement in their proper alphabetical order:

                "Contico LLC Agreement" means, the Amended and Restated
        Limited Liability Company Agreement of Contico International.

                "Priority Return" has the meaning specified in the Contico
        LLC Agreement as in effect on the Closing Date.

             (b) Amendments to Section 8.2.  Section 8.2(d) of the Credit
Agreement is hereby amended as follows:

                (i) subsection 8.2(d) is amended by deleting it in its entirety
        and replacing it with the following:

                (d) dispositions for fair market value of assets of
        Subsidiaries in the Machinery Manufacturing Group or assets associated
        with lines of business operated at the Closing Date by Savannah Energy
        Construction Company, Inc., Savannah Energy Systems Company, Inc., or
        assets owned at the time of disposition by any Unrestricted
        Subsidiary, or of Investments in Unrestricted Subsidiaries or of
        Investments listed in Schedule 8.2; and

                (ii) the following new subsections are added as subsections
        8.2(e) and 8.2(f);

                (e) dispositions for fair market value consummated on or
        before June 30, 2000 of assets associated with Subsidiaries in the
        Electrical/Electronic Group, as long as (1) the Company shall not
        dispose of the combined assets of Woods Industries, Inc., Woods
        Industries (Canada), Inc. and Thorsen Tools except as part of a
        transaction in which the Company and its Subsidiaries shall receive
        cash proceeds in an amount not less than $40,000,000, and (2) the
        Company shall not dispose of the assets of GC/Waldom Electronics
        except as part of a transaction in which the Company and its
        Subsidiaries shall receive not less than $15,000,000 of which at
        least $10,000,000 shall be cash proceeds; and

                 (f) dispositions not otherwise permitted hereunder for fair
        market value as long as (1) at the time of such disposition, no
        Event of Default shall exist or shall result from such disposition,
        (2) the aggregate sales price from such disposition shall be paid
        in cash, (3) the aggregate value of all assets so sold under this
        subsection (f) by the Company and its Restricted Subsidiaries,
        together, shall not exceed in any fiscal year 15% of the book value
        of the consolidated assets of the Company and its Restricted
        Subsidiaries, and (4) prior to becoming contractually committed to
        make any such disposition, the Company shall have delivered to the
        Banks pro forma consolidated financial statements for the Company
        and its Restricted Subsidiaries accompanied by a Compliance Certificate
        signed by a Responsible Officer certifying that at the end of the
        last fiscal quarter for which such financial statements and
        Compliance Certificate have been delivered pursuant to Sections 7.1
        and 7.2, (A) the Company and its Restricted Subsidiaries would
        have been in compliance with the conditions in preceding clauses
        (1)-(3) with respect to the proposed disposition, and (B) after
        giving pro forma effect for four trailing quarters to such
        disposition by excluding EBITDA with respect to the assets so
        sold, the Company and its Restricted Subsidiaries would have been
        in compliance with the financial covenants set forth in Sections
        8.18, 8.19, 8.20 and 8.21.

                (c) Amendment to Subsection 8.4(b).  Subsection 8.4(b) of the
  Credit Agreement is amended to add the following clause at the end thereof
  before the semicolon:

                        or from the disposition of assets of GC/Waldom
                        Electronics permitted under subsection 8.2(e)

                (d) Amendments to Section 8.8.  Section 8.8 of the Credit
  Agreement is amended to:

                        (i) renumber subsections "8.8(e)" and "8.8(f)" as
                subsections "8.8(f)" and "8.8(g)" respectively; and

                        (ii) insert the following subsection as subsection
                "8.8(e)":

                        (e) Contingent Obligations of the Company or its
                        Restricted Subsidiaries representing guaranties of
                        obligations of Wholly Owned Subsidiaries that are
                        Restricted Subsidiaries that are otherwise permitted
                        hereunder;

                (e) Amendment to Section 8.11.  Section  8.11 of the Credit
  Agreement is hereby amended to add the following as subsection 8.11(e);

                        (e) declare or pay cash dividends equal to fifty
                        percent (50%) of the Priority Return due under Section
                        10.1 of the Contico LLC Agreement to holders of the
                        Preferred Units provided that such dividends shall
                        not exceed $1,344,000 in any fiscal year.

                3. Extension of the Facility A Revolving Termination Date.
  Each of the Company, the Agent, and the Banks acknowledges and agrees that
  the extension of the Facility A Revolving Termination Date effected by this
  Amendment constitutes one of the two extensions permitted under Section 2.16
  of the Credit Agreement.

                4. Departing Bank.  Each of the Company, the Agent, and the
  Banks acknowledges and agrees that:

                        (a) no later than 11:00 a.m. on November 18, 1999,
  subject to all applicable conditions precedent to the Loans to be made on
  that date, the Company shall repay all Facility A Revolving Loans and
  Facility B Revolving Loans outstanding on such date, along with interest
  due thereon and any sums owing to any Bank under subsection 4.4 and any
  sums due through that date to Societe Generale (the "Departing Bank") under
  subsection 2.10(b) with proceeds of Loans made by the Banks excluding the
  Departing Bank according to each Bank's Pro Rata Share as set forth opposite
  such Bank's name on Schedule 2.1 to this Amendment and pursuant to a Notice
  of Borrowing or a Notice of Conversion/Continuation, and subject to all
  applicable conditions precedent, each Bank (other than the Departing Bank)
  agrees to make such Loan on such date; and

                        (b) upon repayment to the Banks of the amounts
  indicated in subsection 4(a) above, (i) the Departing Bank shall cease to
  be a Bank and shall relinquish its rights (except its rights with respect
  to indemnification or compensation arising out of an event occurring
  before the Effective Date) and be released from its obligations under
  the Credit Agreement, and (ii) Schedule 2.1 to this Amendment shall
  replace Schedule 2.1 previously in effect.

                5. Representations and Warranties. The Company hereby
  represents and warrants to the Agent and each of the Banks as follows:

                        (a) No Default or Event of Default has occurred
  and is continuing.

                        (b) The execution, delivery and performance by the
  Company of this Amendment have been duly authorized by all necessary
  corporate and other action and do not and will not require any
  registration with, consent or approval of, notice to or action by, any
  person (including any Governmental Authority) in order to be effective
  and enforceable.  The Credit Agreement as amended by this Amendment
  constitutes a legal, valid and binding obligation of the Company,
  enforceable against the Company in accordance with its respective terms,
  without defense, counterclaim or offset.

                        (c) All representations and warranties of the
  Company contained in the Credit Agreement are true and correct 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 they were true and correct as of such earlier date).

                        (d) The Company is entering into this Amendment
  on the basis of its own investigation and for its own reasons, without
  reliance upon the Agent and the Banks or any other person.

                6. Effective Date.  This Amendment, other than Section 2,
  will become effective on the first Business Day that each of the
  following conditions precedent has been satisfied (the "Effective Date"):

                        (a) The Agent has received from the Company and
  each of the Banks other than the Departing Bank a duly executed original
  or facsimile of this Amendment, together with a duly executed original or
  facsimile Guarantor Acknowledgment and Consent in the form attached
  hereto (the "Consent").

                        (b) The Agent has received from the Departing Bank
  a duly executed original or facsimile of the Consent to Amendment in the
  form attached hereto as Exhibit A.

                        (c) All representations and warranties contained
  herein are true and correct as of the Effective Date.

                7. Amendment Effective Date.  Section 2 of this Amendment
  will become effective upon the funding of the Loans described in Section
  4(a) above.

                8. Miscellaneous.

                        (a) Except as herein expressly amended, all terms,
  covenants and provisions of the Credit Agreement are and shall remain in
  full force and effect and all references therein and in the other Loan
  Documents to the Credit Agreement shall henceforth refer to the Credit
  Agreement as amended by this Amendment.  This Amendment shall be deemed
  incorporated into, and a part of, the Credit Agreement.

                        (b) This Amendment shall be binding upon and inure
  to the benefit of the parties hereto and thereto and their respective
  successors and assigns.  No third party beneficiaries are intended in
  connection with this Amendment.

                        (c) This Amendment shall be governed by and construed
  in accordance with the law of the State of California (without regard to
  principles of conflicts of laws).

                        (d) This Amendment may be executed in any number of
  counterparts, each of which shall be deemed an original, but all such
  counterparts together shall constitute but one and the same instrument.

                        (e) This Amendment, together with the Credit
  Agreement, contains the entire and exclusive agreement of the parties
  hereto with reference to the matters discussed herein and therein.
  This Amendment supersedes all prior drafts and communications with
  respect thereto.  This Amendment may not be amended except in accordance
  with the provisions of Section 11.1 of the Credit Agreement.

                        (f) If any term or provision of this Amendment shall
  be deemed prohibited by or invalid under any applicable law, such provision
  shall be invalidated without affecting the remaining provisions of this
  Amendment or the Credit Agreement, respectively.

                        (g) Company covenants to pay to or reimburse the
  Agent and the Banks, upon demand, for all costs and expenses (including
  Attorney Costs) incurred in connection with the development, preparation,
  negotiation, execution and delivery of this Amendment.

        IN WITNESS WHEREOF, the parties hereto have executed and delivered
  this Amendment as of the date first above written.


                                        KATY INDUSTRIES, INC.



                                        By:
                                                Name:
                                                Title:

                                        BANK OF AMERICA, N.A., as Agent,
                                        Issuing Bank, and a Bank


                                        By:
                                                Name:
                                                Title:

                                        LASALLE BANK NATIONAL ASSOCIATION
                                        (formerly known as LaSalle National
                                        Bank), as Managing Agent and a Bank


                                        By:
                                                Name:
                                                Title:

                                        KEYBANK NATIONAL ASSOCIATION,
                                        as a Bank


                                        By:
                                                Name:
                                                Title:

                                        MERCANTILE BANK NATIONAL ASSOCIATION,
                                        as a Bank


                                        By:
                                                Name:
                                                Title:

                                       THE NORTHERN TRUST COMPANY, as a Bank


                                        By:
                                                Name:
                                                Title:

                                        NORWEST BANK COLORADO NATIONAL
                                        ASSOCIATION, as a Bank

                                        By:
                                                Name:
                                                Title:

                                        UNION BANK OF CALIFORNIA, N.A.,
                                        as a Bank

                                        By:
                                                Name:
                                                Title:

                                        UNION PLANTERS BANK, N.A., as a Bank

                                        By:
                                                Name:
                                                Title:

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as a Bank

                                        By:
                                                Name:
                                                Title:



                          GUARANTOR ACKNOWLEDGMENT
                                 AND CONSENT

        The undersigned, each a Guarantor with respect to the Company's
  obligations to the Agent and the Banks under the Credit Agreement, each
  hereby (i) acknowledge and consent to the execution, delivery and
  performance by Company of the foregoing Amendment to Credit Agreement
  ("Amendment"), and (ii) reaffirm and agree that the respective guaranty
  to which the undersigned is party and all other documents and agreements
  executed and delivered by the undersigned to the Agent and the Banks in
  connection with the Credit Agreement are in full force and effect, without
  defense, offset or counterclaim.  (Capitalized terms used herein have the
  meanings specified in the Amendment.)

        IN WITNESS WHEREOF, each Guarantor hereto has caused its duly
  authorized officers to execute and deliver this acknowledgement and
  consent as of November 18, 1999.

                                        Aetna Liquidating Company,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:


                                        American Gage & Machine Company,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Bach Simpson, Inc.,
                                        as Guarantor


                                        By:
                                                Name:
                                                Title:

                                        Bush Universal, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:


                                        Chatham Resource Recovery Systems, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Duckback Products, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Fulton Iron Works Company,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        GC Thorsen International Limited,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:


                                        GC/Waldom Electrical, Inc.
                                        (formerly known as GC Thorsen, Inc.),
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Glit/DISCO, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Glit/Gemtex, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Hallmark Holdings, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Hamilton Precision Metals, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Katy International, Inc.
                                        (formerly named HMO, Inc.),
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Katy-Seghers, Inc.,
                                        as Guarantor


                                        By:
                                                Name:
                                                Title:

                                        K-S Energy Corp.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Panhandle Industrial Company, Inc.,
                                        as Guarantor

                                        By:
                                                Name:
                                                Title:

                                        PTR Machine Corp. (formerly known
                                        as Peters Machinery Company), as
                                        Guarantor

                                        By:
                                                Name:
                                                Title:

                                        Savannah Energy Systems Company,
                                        as Guarantor


                                        By:
                                                Name:
                                                Title:

                                        Wabash Liquidation Corp.
                                        (formerly known as Diehl Machines,
                                        Inc.), as Guarantor


                                        By:
                                                Name:
                                                Title:

                                        Wilen Products, Inc.,
                                        as Guarantor


                                        W.J. Smith Wood Preserving Company,
                                        as Guarantor


                                        By:
                                                Name:
                                                Title:

                                        Woods Industries, Inc.,
                                        as Guarantor


                                        By:
                                                Name:
                                                Title:

                                        WP Liquidating Corp.,
                                        as Guarantor




                           Exhibit A to Amendment
                            CONSENT TO AMENDMENT

                                                November 18, 1999

  Bank of America, N.A., as Agent
  901 Main Street
  Dallas, TX  75202
  Attention: Dan Killian

  Katy Industries, Inc.
  6300 South Syracuse Way, Suite 300
  Englewood, CO  80111
  Attention:  Stephen P. Nicholson

  Ladies and Gentlemen:
        Reference is made to the Amended and Restated Credit Agreement dated
  as of December 11, 1998 (the "Credit Agreement"), among Katy Industries,
  Inc. (the "Company"), the several financial institutions from time to time
  party thereto (collectively, the "Banks"; individually, a "Bank"), and Bank
  of America, N.A. (formerly known as Bank of America National Trust and
  Savings Association), as Agent.  Capitalized terms used herein have the
  meanings specified in the Credit Agreement.

        The undersigned (the "Departing Bank") is a Bank under the Credit
  Agreement.  The Departing Bank hereby acknowledges notice of the proposed
  first amendment to the Credit Agreement in such form as may be agreed
  among the parties thereto (the "First Amendment to the Credit Agreement").
  The Departing Bank hereby consents to, and agrees that the Departing Bank
  shall not be a party to, the Credit Agreement, as amended by the First
  Amendment to the Credit Agreement, subject to payment in full of all
  outstanding Loans, interest accrued thereon, and fees and other sums
  owed to the Departing Bank as described in the First Amendment to the
  Credit Agreement.

        In consideration of the Departing Bank's consent to the First
  Amendment to the Credit Agreement, the Company acknowledges and agrees
  that the representations and warranties (as of the dates made and deemed
  made) and the indemnities of the Company set forth in the Credit Agreement
  and the Loan Documents to or for the benefit of the Departing Bank shall,
  in each case, survive the execution and delivery of the First Amendment
  to the Credit Agreement and the Company, the Issuing Bank and the Agent
  agree that the Departing Bank shall have no obligations under or with
  respect to the Credit Agreement.

                                        SOCIETE GENERALE



                                        By: _____________________________

                                        Title: __________________________


  Accepted and Agreed:

  KATY INDUSTRIES, INC.

     By: ___________________________

     Title: ________________________


  BANK OF AMERICA, N.A., as Issuing Bank and Agent

     By: ___________________________

     Title: __________________________



                                SCHEDULE 2.1
                       Commitments and Pro Rata Shares

                   Facility A Revolving Loans Commitments

  Bank                          Commitment                     Pro Rata Share

Bank of America, N.A.       $  8,139,534.89                    18.91891893%

LaSalle Bank, N.A.          $  6,976,744.19                    16.21621621%

Union Bank of California    $  5,813,953.49                    13.51351351%

Mercantile Bank             $  5,813,953.49                    13.51351351%

Norwest                     $  5,813,953.49                    13.51351351%

The Northern Trust Company  $          0.00                            0.0%

KeyBank                     $  3,488,372.09                     8.10810811%

Union Planters Bank         $  3,488,372.09                     8.10810811%

U.S. Bank                   $  3,488,372.09                     8.10810811%

TOTAL                       $43,023,255,82                      100.000000%


                   Facility B Revolving Loans Commitments

  Bank                          Commitment                     Pro Rata Share

Bank of America, N.A.       $ 26,860,465.11                    16.66666665%

LaSalle Bank, N.A.          $ 23,023,255.81                    14.28571429%

Union Bank of California    $ 19,186,046.51                    11.90476191%

Mercantile Bank             $ 19,186,046.51                    11.90476191%

Norwest                     $ 19,186,046.51                    11.90476191%

The Northern Trust Company  $ 19,186,046.51                    11.90476191%

KeyBank                     $ 11,511,627.91                     7.14285714%

Union Planters Bank         $ 11,511,627.91                     7.14285714%

U.S. Bank                   $ 11,511,627.91                     7.14285714%

TOTAL                       $161,162,790.69                    100.0000000%