FIRST AMENDMENT TO RIGHTS AGREEMENT


    


    Exhibit
      4.1a

    


    FIRST
      AMENDMENT TO RIGHTS AGREEMENT

    


    This
      First Amendment to Rights Agreement (this “Amendment’) is made and entered into
      this 30th day of October, 1996, by and between Katy Industries, Inc., a Delaware
      corporation (the “Company”), and Harris Trust and Savings Bank, an Illinois
      banking corporation (the “Rights Agent”).

    


    WHEREAS,
      the Company and the Rights Agent are parties to that certain Rights Agreement,
      dated as of January 13, 1995 (the “Agreement”) governing, inter alia, the
      issuance and exercise of Rights, as defined in the Agreement, and

    


    WHEREAS,
      on July 29, 1996, the Board of Directors of the Company approved an
      amendment to the Agreement in the form set forth in this Amendment;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      set
      forth, the parties hereby agree as follows:

    


    1. Section
      l(a) of the Agreement is hereby amended by deleting such section in its entirety
      and inserting in lieu thereof the following:

    


    (a) “Acquiring
      Person” shall mean any Person (other than the Company, any Subsidiary of the
      Company, any employee benefit plan maintained by the Company or any of its
      Subsidiaries or any trustee or fiduciary with respect to such plan acting in
      such capacity) which, upon the acquisition of additional shares of Company
      Common Stock after the rights Dividend Declaration Date, shall become the
      Beneficial Owner of l0% or more of the shares of Company Common Stock from
      time
      to time outstanding; provided, however, that the term Acquiring Person shall
      not
      include an Exempt Person; provided, further, however, if (i) the Board of
      Directors of the Company determines in its sole discretion that (A) there
      is no reason to believe that any Person which otherwise would be an Acquiring
      Person shall have crossed a relevant threshold of aggregate beneficial ownership
      of the Company Common Stock with an intention to seek to acquire control of,
      or
      to influence, the Company and (B) such Person becoming an Acquiring Person
      is not in the best interests of the Company and the holders of the Company
      Common Stock and (ii) such Person shall have subsequently reduced its
      beneficial ownership of shares of Company Common Stock below such relevant
      threshold, then such Person shall not be an Acquiring Person.

    


    2. Except
      as
      expressly amended hereby, all of the terms and provisions of the Agreement
      shall
      continue and remain in full force and effect and each party hereby confirms,
      ratifies and approves each and every of its obligations under the Agreement,
      as
      amended by this Amendment.

    


    3. This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, applicable to contracts executed in and to be performed
      entirely in such state.

    


    4. This
      Amendment may be executed (including by facsimile) in one or more counterparts,
      and by the different parties hereto in separate counterparts, each of which
      when
      executed, shall be deemed to be an original, but all of which taken together
      shall constitute one and the same instrument.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed, all as of the date first above written.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

               

              Attest:

               

              By:
                /s/ Ronald
                J.
                Klump                        

              Ronald
                J. Klump

              Its:
                Controller

            	
              KATY
                INDUSTRIES, INC.

               

              By:
                /s/ John
                R. Prann,
                Jr.                          

              John
                R. Prann, Jr.

              Its:
                President

            
	 	 
	
               

              Attest:

               

              By:
                /s/ Tod
                C.
                Shafer                            

              Tod
                C. Shafer

              Its:
                Vice President

            	
              HARRIS
                TRUST & SAVINGS BANK

               

              By:
                /s/ Bruce
                R.
                Hartney                          

              Bruce
                R. Hartney

              Its:
                Vice President