Exhibit 10.14

                              Katy Industries, Inc.
                       Director Compensation Arrangements

1.    Retainer

            a.    Each non-employee director receives a $10,000 annual retainer,
                  paid annually in advance.

            b.    The chair of the Compensation Committee and the chair of the
                  Audit Committee each receive an additional $6,000 annual
                  retainer, paid annually in advance.

2.    Meeting Fees

            a.    Each non-employee director is paid $2,500 for each full Board
                  meeting he or she attends in person and $1,000 for each full
                  Board meeting he or she attends telephonically.

            b.    Each non-employee director is paid $1,000 for each full
                  Committee meeting he or she attends in person and $500 for
                  each full Committee meeting he or she attends telephonically.

3.    Stock Options

            a.    Each non-employee director receives an annual option grant of
                  2,000 options at the May Board Meeting each year. The exercise
                  price is the fair market value on the date of grant. The
                  director may exercise these options at any time during the ten
                  years from the date of grant.

4.    Stock Grant

            a.    Each non-employee director receives a grant of 1,000 shares of
                  Katy Common Stock at the May Board Meeting each year. These
                  shares are unrestricted.

5.    Meeting Expenses

            a.    Katy reimburses directors for their expenses incurred in
                  attending Board of Director and Committee meetings.

6.    Deferred Compensation Plan

            a.    Each non-employee director may defer directors' fees,
                  retainers and other compensation paid for services as a
                  director until the later of the director's attainment of age
                  62 or ceasing to be a director. Each director has 30 days
                  before the beginning of a Plan Year (as defined in the
                  Directors' Deferred Compensation Plan) in which to elect to
                  participate in the Directors' Deferred Compensation Plan.
                  Directors may invest these amounts in one or more investment
                  alternatives offered by Katy. Directors may elect to receive
                  distributions of deferred amounts in a lump sum or five annual
                  installments.

Note: Class II directors and those directors that are also officers do not
receive the compensation described in this section for their service on the
Board of Directors.


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